For the three and nine months ended September 30, 2025 (Unaudited)
Notice of No Auditor Review of Condensed Interim Consolidated Financial StatementsIn accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed these unaudited condensed interim consolidated financial statements as at and for the three and nine months ended September 30, 2025.
(Unaudited)
(United States Dollars)
Note | September 30 2025 | December 31 2024 | |
Assets | |||
Current assets | |||
Cash | $ 2,465,282 | $ 4,392,165 | |
Investments | 3 | 1,147,675 | - |
Trade and other receivables | 4 | 8,558,394 | 10,924,709 |
Hydrocarbon inventories | 2,667,741 | 1,954,841 | |
Spare parts inventory | 5,658,832 | 5,604,864 | |
Prepaid expenses and other current assets | 5 | 7,365,088 | 5,253,187 |
27,863,012 | 28,129,766 | ||
Exploration and evaluation assets | 14,052,021 | 14,052,021 | |
Property and equipment | 6 | 167,867,163 | 175,506,640 |
Restricted cash | 9 | 891,375 | 500,322 |
Acquisition deposit | 7 | 10,013,861 | - |
$ 220,687,432 | $ 218,188,749 | ||
Liabilities and Shareholders' Equity | |||
Current liabilities | |||
Trade and other payables | 10 | $ 34,455,732 | $ 19,081,498 |
Bank debt | 8 | 24,490,093 | 19,699,011 |
Current portion of notes payable | 9 | 8,595,658 | 16,787,098 |
Current portion of decommissioning provision | 12 | 336,477 | 326,211 |
Current portion of lease liabilities | 13 | 1,068,432 | 1,052,004 |
68,946,392 | 56,945,822 | ||
Non-current trade and other payables | 10 | 40,363,583 | 58,692,364 |
Notes payable | 9 | 46,797,434 | 29,000,428 |
Decommissioning provision | 12 | 35,655,245 | 34,470,723 |
Lease liabilities | 13 | 188,151 | 976,116 |
Deferred tax liability | 18 | 19,105,900 | 29,527,901 |
211,056,705 | 209,613,354 | ||
Shareholders' equity | |||
Share capital | 56,456,328 | 56,456,328 | |
Contributed surplus | 691,343 | 691,343 | |
Accumulated other comprehensive loss | (18,243,981) | (18,328,171) | |
Deficit | (29,272,963) | (30,244,105) | |
9,630,727 | 8,575,395 | ||
$ 220,687,432 | $ 218,188,749 | ||
Going concern | 1 | ||
Commitments | 23 | ||
Subsequent events | 24 |
Approved on behalf of the Board of Directors: "Gordon Kettleson" "Pablo Peralta"
Gordon Kettleson, Director Pablo Peralta, Director
CONSENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)(Unaudited)
(United States Dollars)
For the three months ended September 30
For the nine months ended September 30
Note | 2025 | 2024 | 2025 | 2024 | |
Revenue Oil and natural gas sales | 15 | $ 21,703,343 | $ 5,560,809 | $ 67,420,771 | $ 17,246,209 |
Processing income | 113,667 | 84,491 | 332,914 | 244,556 | |
Export tax | (113,102) | (76,514) | (306,857) | (309,309) | |
Royalties and turnover tax | (3,819,077) | (999,926) | (11,982,219) | (3,045,017) | |
17,884,831 | 4,568,860 | 55,464,609 | 14,136,439 | ||
Expenses Operating | 20,313,614 | 4,877,196 | 59,494,124 | 14,118,773 | |
General and administrative | 16 | 1,214,453 | 851,857 | 3,664,983 | 2,265,586 |
Depletion and depreciation | 4,064,767 | 1,555,900 | 11,856,160 | 6,167,207 | |
Restructuring costs | 69,903 | - | 235,825 | - | |
Fair value adjustment of contingent consideration | 11 | - | - | (14,750,630) | - |
Foreign exchange gains | (2,769,994) | (76,428) | (5,166,884) | (554,168) | |
22,892,743 | 7,208,525 | 55,333,578 | 21,997,398 | ||
Operating income (loss) | (5,007,912) | (2,639,665) | 131,031 | (7,860,959) | |
Other income | 3,705 | - | 3,705 | 133,993 | |
Net finance expense | 17 | (3,703,426) | (850,431) | (9,585,595) | (2,239,600) |
Loss before taxes | (8,707,633) | (3,490,096) | (9,450,859) | (9,966,566) | |
Tax recovery | 18 | 3,910,846 | 1,426,124 | 10,422,001 | 3,942,176 |
Net income (loss) Other comprehensive income (loss) Items that may subsequently be reclassified to profit or loss Exchange differences on translation of Canadian parent company | (4,796,787) (14,297) | (2,063,972) 16,175 | 971,142 84,190 | (6,024,390) (15,778) | |
Total comprehensive income (loss) | $ (4,811,084) | (2,047,797) | $ 1,055,332 | (6,040,168) | |
Net income (loss) per share Basic and diluted | 14 | $ (0.07) | (0.03) | $ 0.01 | (0.08) |
(Unaudited)
(United States Dollars)
For the nine months ended September 30 | 2025 | 2024 |
Share capital | ||
72,903,038 common shares issued and outstanding | ||
Balance, January 1 and September 30 | $ 56,456,328 | $ 56,456,328 |
Contributed surplus | ||
Balance, January 1 and September 30 | 691,343 | 691,343 |
Accumulated other comprehensive loss Balance, January 1 | (18,328,171) | (18,217,300) |
Exchange differences on translation of Canadian parent company | 84,190 | (15,778) |
Balance, September 30 | (18,243,981) | (18,233,078) |
Deficit Balance, January 1 | (30,244,105) | (21,098,284) |
Net income (loss) | 971,142 | (6,024,390) |
Balance, September 30 | (29,272,963) | (27,122,674) |
Total shareholders' equity | $ 9,630,727 | $ 11,791,919 |
(Unaudited)
(United States Dollars)
For the nine months ended September 30 | Note | 2025 | 2024 | |
Operating activities | ||||
Net income (loss) | $ | 971,142 | $ (6,024,390) | |
Items not affecting cash: | ||||
Depletion and depreciation | 11,856,160 | 6,167,207 | ||
Fair value adjustment of contingent consideration | 11 | (14,750,630) | - | |
Net finance expense | 8,703,110 | 2,061,377 | ||
Unrealized foreign exchange gains | (5,148,403) | (347,910) | ||
Tax recovery | 18 | (10,422,001) | (3,942,176) | |
Funds flow used in operating activities | (8,790,622) | (2,085,892) | ||
Change in non-cash working capital | 19 | 13,973,676 | (775,528) | |
Net cash provided by (used in) operating activities | 5,183,054 | (2,861,420) | ||
Financing activities | ||||
Bank debt proceeds | 8 | 39,085,092 | 11,363,883 | |
Bank debt repayments | 8 | (30,611,115) | (4,640,062) | |
Notes payable proceeds | 9 | 24,711,473 | 7,064,733 | |
Notes payable repayments | 9 | (16,384,503) | (6,281,900) | |
Notes payable interest payments | 9 | (1,850,234) | (882,938) | |
Restricted cash | (541,415) | 22,983 | ||
Lease payments | 13 | (867,481) | (403,067) | |
Interest paid | 8 | (4,441,013) | (1,311,270) | |
Net cash (used in) provided by financing activities | 9,100,804 | 4,932,362 | ||
Investing activities | ||||
Property and equipment expenditures | 6 | (4,713,742) | (1,976,370) | |
Proceeds from redemption of investments | - | 2,930,954 | ||
Acquisition advance payment | 7 | (10,013,861) | (2,693,000) | |
Investments | 3 | (1,397,995) | - | |
Change in non-cash working capital | 19 | 1,001,587 | (211,433) | |
Net cash used in investing activities | (15,124,011) | (1,949,849) | ||
Change in cash | (840,153) | 121,093 | ||
Foreign exchange effect on cash held in foreign currencies | (1,086,730) | (28,860) | ||
Cash, January 1 | 4,392,165 | 191,507 | ||
Cash, September 30 | $ | 2,465,282 | $ 283,740 |
For the three and nine months ended September 30, 2025
(Unaudited)
(United States Dollars)
REPORTING ENTITY AND GOING CONCERN:
Crown Point Energy Inc. ("Crown Point" or the "Company") was incorporated under the laws of British Columbia and continued under the laws of Alberta on July 27, 2012. Crown Point is based in Calgary, Alberta and is involved in the exploration for, and development and production of, petroleum and natural gas in Argentina.
The Company's registered office is Suite 2400, 525 - 8th Avenue SW, Calgary, Alberta, T2P 1G1.
As at September 30, 2025, Liminar Energía S.A. ("Liminar"), the Company's largest shareholder owned approximately 63.9% of the Company's issued and outstanding common shares. See Note 20(a).
Going Concern
These consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the payment of liabilities in the ordinary course of business.
For the nine months ended September 30, 2025, the Company reported $1 million net income (nine months ended September 30, 2024 - $6.0 million net loss) and a working capital deficit of $41.1 million at that date (December 31, 2024 - $28.8 million working capital deficit). As of September 30, 2025, the carrying amount of notes payable outstanding is
$55.4 million (Note 8), of which $8.6 million is classified as a current liability. The maturities of the Company's financial liabilities based on contractual cash flows are disclosed in Note 21. In addition, the Company has significant future capital commitments to develop its properties (Note 23).
The ability of the Company to continue as a going concern is dependent upon the Company's ability to obtain additional financing through bank debt and/or the issuance of notes payable or equity, and the generation of funds from operating activities to meet current and future obligations. Management plans to secure the necessary financing for its debt and future capital commitments through the issuance of new notes payable or other debt or equity instruments, however, there is no assurance that these initiatives will be successful. The need to obtain additional capital to repay or refinance bank debt and notes payable and to fund the Company's existing commitments creates a material uncertainty that may cast significant doubt about the Company's ability to meet its obligations as they become due, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.
These condensed interim consolidated financial statements do not reflect adjustments in the carrying values of the assets and liabilities, expenses and the statements of financial position classifications that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material.
BASIS OF PRESENTATION:
The unaudited condensed interim consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and adhere to the guidance of International Accounting Standard 34 -Interim Financial Reporting. Certain information and disclosures normally included in the notes to the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 prepared in accordance with IFRS Accounting Standards have been condensed or omitted. The Company has consistently applied the same accounting policies throughout all periods presented. These unaudited condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024.
The unaudited condensed interim consolidated financial statements were approved and authorized for issuance by the Board of Directors on November 11, 2025.
INVESTMENTS
Balance, December 31, 2024
$
-
Purchase of AL30 bonds
1,397,995
Fair value adjustment
(83,533)
Effect of change in exchange rates
(166,787)
Balance, September 30, 2025
$ 1,147,675
On April 24, 2025, the Company purchased 1,765,000 Argentine Republic Bonds ("AL30 bonds") on the Argentine stock market at a price of ARS 814.05 per AL30 bonds for an aggregate cost of ARS 1,437 million ($1,238,619). An additional 332,950 AL30 bonds were purchased on September 18, 2025 at a market price of ARS 705.51 ($159,376). The AL30 bonds were purchased to secure the USD required to pay interest on the Series VI Notes (Note 9) and will be held by the Company until the regulatory deadline for access to the foreign exchange market is met at which time the AL30 bonds will be sold for USD. In the meantime, the AL30 bonds were used as collateral to borrow $928,957 (Note 8(l)).
AL30 bonds were issued by the Argentine government in 2020 with a maturity date of July 9, 2030, and an initial coupon rate of 0.125% which will gradually increase to 1.75% by 2030. Interest at the coupon rate is paid semi-annually on January 9 and July 9.
The AL30 bonds are classified as financial instruments measured at fair value through profit of loss. On September 30, 2025, the fair value of the AL30 Bonds was ARS 1,573 million ($1,147,675) resulting in a fair value adjustment of ARS
98.2 million ($83,533).
TRADE AND OTHER RECEIVABLES:
The Company's trade and other receivables are exposed to the risk of financial loss if the counterparty fails to meet its contractual obligations. The Company's trade and other receivables include amounts due from the sale of crude oil and natural gas. Approximately 7% of the Company's oil production is exported by the Company and the remainder is sold to Argentine companies; the majority of the Company's natural gas production is sold by the Company to several Argentine companies.
Two major purchasers that represents 93% of oil revenue reported in the nine months ended September 30, 2025 comprise $6,881,660 of accounts receivable at September 30, 2025 (December 31, 2024 - two major purchasers; 91% of oil revenue; $9,207,057 of accounts receivable) and one major purchaser that represents 58% of natural gas revenue reported in the nine months ended September 30, 2025 comprises $446,298 of accounts receivable at September 30, 2025 (December 31, 2024 - one major purchaser; 74% of natural gas revenue; $137,487 of accounts receivable) (Note 15).
The Company's maximum exposure to credit risk at September 30, 2025 and December 31, 2024 in respect of trade and other receivables consists of:
September 30
2025
December 31
2024
Due from Argentine companies
$ 7,865,921
$ 9,742,072
Due from an international company
471,785
776,844
Due from related parties (Note 20(c))
-
137,487
Other receivables
446,287
493,963
Allowance for credit losses
(225,599)
(225,657)
Total trade and other receivables
$ 8,558,394
$ 10,924,709
The Company's trade and other receivables are aged as follows:
September 30
December 31
2025
2024
Not past due (less than 90 days)
$ 8,563,652
$ 10,941,180
Past due (more than 90 days)
220,341
209,186
8,783,993
11,150,366
Allowance for credit losses
(225,599)
(225,657)
Total trade and other receivables
$ 8,558,394
$ 10,924,709
PREPAID EXPENSES AND OTHER CURRENT ASSETS:
September 30
December 31
2025
2024
Prepaid expenses
$ 5,566,660
$ 3,003,360
Value Added Tax
1,798,428
2,249,827
Total prepaid expenses and other current assets
$ 7,365,088
$ 5,253,187
Value Added Tax ("VAT") on purchases is applied against VAT on sales to reduce the amount paid to the Argentine Government. VAT is included in prepaid expenses when amounts are expected to be offset with VAT on current sales. VAT does not expire and may be carried forward indefinitely.
PROPERTY AND EQUIPMENT:
Argentina Canada
Development and production
assets
Right-of-use assets
Other assets
Other assets
Total
Cost: $
$
$
$
$
Balance, December 31, 2024 262,366,584
2,055,243
1,168,486
271,338
265,861,651
Additions 4,232,923
34,556
480,819
-
4,748,298
Effect of change in exchange rates -
(30,154)
-
9,096
(21,058)
Balance, September 30, 2025 266,599,507
2,059,645
1,649,305
280,434
270,588,891
Accumulated depletion and depreciation:
Balance, December 31, 2024 80,415,929
43,309
751,880
267,893
81,479,011
Depletion and depreciation 11,208,240
814,766
346,145
796
12,369,947
Effect of change in exchange rates -
(12,213)
-
8,983
(3,230)
Balance, September 30, 2025 91,624,169
845,862
1,098,025
277,672
93,845,728
Accumulated impairment:
Balance, December 31, 2024 and
September 30, 2025
8,876,000
-
-
-
8,876,000
Net carrying amount:
At December 31, 2024
173,074,655
2,011,934
416,606
3,445
175,506,640
At September 30, 2025
166,099,338
1,213,783
551,280
2,762
167,867,163
Change in estimate - depletion of development and production assets
Effective January 1, 2025, the Company revised the unit-of-production base used in the calculation of depletion of development and production assets from proved plus probable reserves, taking into account estimated future development costs necessary to bring those reserves into production, to proved developed reserves. Following the acquisition of the Santa Cruz Concessions, the Company determined that using proved developed reserves provides a more appropriate basis for reflecting the pattern in which the future economic benefits of the assets are expected to be consumed.
The revised approach provides a more appropriate representation of the underlying economics and enhances the reliability and relevance of the financial information, consistent with the requirements of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. The change in estimate has been applied prospectively from the effective date and the impact on the nine months ended September 30, 2025 is a decrease in depletion expense by approximately
$5,020,000. For the year ending December 31, 2025, the change is expected to result in a total decrease in depletion expense of approximately $6,700,000 Comparative figures have not been restated.
Future development costs
The depletion expense calculation for the nine months ended September 30, 2025 included $nil (December 31, 2024 -
$274.5 million - $593,4 million undiscounted amount) for estimated future development costs associated with petroleum and natural gas proved and probable reserves in Argentina.
ACQUISITION DEPOSIT:
September 30
December 31
2025
2024
Acquisition advance payment
$ 10,013,861
$
-
Total Acquisition deposit
$ 10,013,861
$
-
In June 2025, Crown Point Energía S.A. entered into agreements (the "Acquisition Agreements") with Tecpetrol S.A. ("Tecpetrol"), YPF S.A. ("YPF") and Pampa Energía S.A. ("Pampa", and collectively the "Sellers"), to acquire the Sellers' aggregate 95% working interest in the El Tordillo, La Tapera and Puesto Quiroga hydrocarbons exploitation concessions (the "Chubut Concessions") and certain related infrastructure.
The aggregate base purchase price payable by the Company to the Sellers is approximately $57.9 million in cash, subject to customary closing adjustments, plus contingent consideration of up to $3.5 million in cash. The contingent consideration is payable to Pampa following the closing date based on monthly average natural gas sales at Pampa's working interest up to 1,000 cubic feet per day, multiplied by the days in the month multiplied by $2.80 mmBTU, with payments continuing until the earlier of the expiration of Pampa's working interest in the Chubut Concessions and total payments aggregating
$3.5 million.
In June 2025, the Company made a $0.3 million acquisition deposit related to Pampa's 35.67% working interest in the Chubut Concessions and $0.34 for the stamp tax on the Tecpetrol S.A. and YPF S.A. acquisition agreements. The Company closed the acquisition of Pampa's 35.67% working interest on October 1, 2025 for total consideration of $4.8 million (Note 24(c)) (plus contingent consideration described above). The effective date of the acquisition is the closing date.
In July 2025, the Company made $8.06 million and $1.3 million of acquisition deposits to Tecpetrol and YPF, respectively, related to their working interests in the Chubut Concessions. The advance payments will be refundable if the Acquisition Agreements are terminated pursuant to the terms of the Acquisition Agreements.
The acquisition of the remaining aggregate 59.33% working interest from Tecpetrol and YPF's is expected to close later in the fourth quarter of 2025. The effective date of the acquisition of Tecpetrol's and YPF's working interests will be December 1, 2024.
Completion of the acquisitions is subject to, among other things, the receipt of all necessary regulatory and Provincial approvals, including the approval of the TSX Venture Exchange, and other customary closing conditions.
BANK DEBT:
The Company's bank debt is not subject to covenants.
The continuity of the Company's current bank debt is as follows:
Balance, December 31, 2024
$ 19,699,011
Proceeds
39,085,092
Repayments
(30,611,115)
Interest accrued (Note 17)
4,207,035
Interest paid
(4,441,013)
Effect of change in exchange rates
(3,448,917)
Balance, September 30, 2025
$ 24,490,093
As at September 30, 2025 and December 31, 2024, the total bank debt, including principal and interest amounts, was comprised of the following balances:
September 30
December 31
2025
2024
Banco Galicia S.A.U. (a)
$
262,304
$ 124,392
Banco de la Nación (b)
-
2,029,232
Galicia Más S.A. (c)
-
197,498
Banco Macro S.A. (d)
4,560,726
2,501,644
Banco Hipotecario S.A. (e)
1,719,351
1,010,338
Banco Ciudad (f)
-
1,529,041
Banco de Servicios y Transacciones S.A. (g)
67,566
6,732,739
Discounted notes (i)
16,661,334
3,114,500
Deferred-date cheques (j)
289,855
1,831,395
Related party (k)
-
626,384
Other financial debt (l)
928,957
-
Bank account overdraft
-
1,848
$
24,490,093
$ 19,699,011
Banco Galicia S.A.U.
During the nine months ended September 30, 2025, the Company had the following working capital loans and overdraft drawn and/or outstanding with Banco Galicia S.A.U:
September 30, 2025
Date of loan
Loan amount (1)
(millions)
Principal amount
balance (millions)
Annual
interest rate (2)
Repayment date
July 24, 2024
ARS 43 ($0.05)
-
61%
January 30, 2025
September 27, 2024
ARS 50 ($0.05)
-
53%
September 29, 2025 (2)
October 9, 2024
ARS 50 ($0.05)
ARS 5.1 ($0.00)
46%
October 13, 2025 (3)
February 4, 2025
ARS 67 ($0.06)
-
36%
August 4, 2025 (2)
March 26, 2025
ARS 335.7 ($0.31)
ARS 184.3 ($0.13)
38%
March 30, 2026 (2)
May 28, 2025
ARS 68 ($0.06)
ARS 48.8 ($0.04)
45%
May 29, 2026 (2)
June 30, 2025
ARS 400 ($0.33)
-
70%
September 29, 2026 (4)
July 2, 2025
ARS 38 ($0.03)
ARS 32.6 ($0.02)
45%
July 6, 2026 (2)
August 8, 2025
ARS 43 ($0.03)
ARS 36.6 ($0.03)
50.5%
February 9, 2026 (2)
September 5, 2025
ARS 43 ($0.03)
ARS 43.0 ($0.03)
65%
September 7, 2026 (2)
ARS 350.4 ($0.25)
(1) USD equivalent on the date of loan
(2) Payable monthly
(3) Repayable monthly, with the final installment due on October 13, 2025.
(4) Overdraft loan.
As at September 30, 2025, a total of ARS 350.4 million ($0.25 million) (December 31, 2024 - ARS 126.3 million ($0.12 million)) principal amount was outstanding under the Banco Galicia S.A.U. working capital and overdraft loans.
During the nine months ended September 30, 2025, the Company recognized $118,177 (nine months ended September 30, 2024 - $103,449) of interest on the Banco Galicia S.A.U. loans, of which $112,482 (nine months ended September 30, 2024 - $99,479) was paid and $8,426 is included in the loan balance as at September 30, 2025 (December 31, 2024 - $2,061).
Banco de la Nación ("BNA")
As at December 31, 2024, the Company had a credit limit of ARS 1,900 million ($1.8 million)) available to be drawn and repaid in various amounts between January 2025 and July 2025, of which ARS 1,865 million ($1.81 million) was outstanding at December 31, 2024. In addition, the Company obtained an ARS 95 million ($0.08 million) overdraft loan on June 30, 2025 which was repaid in July 2025.
As at September 30, 2025, the Company had no credit limit available or loans outstanding with BNA.
During the nine months ended September 30, 2025, the Company recognized $209,849 (nine months ended September 30, 2024 - $385,722) of interest on the BNA loans, of which $409,727 (nine months ended September 30, 2024 - $371,868) of interest was paid and $nil is included in the loan balance as at September 30, 2025 (December 31, 2024 - $222,062).
Galicia Más S.A. (formerly known as "HSBC")
On May 7, 2024, the Company obtained an ARS 200 million ($0.2 million) overdraft loan with Galicia Más S.A. at variable interest rate which is determined monthly. As at September 30, 2025, the amount drawn on the overdraft balance was $nil (December 31, 2024 - ARS 203.8 million ($ 0.2 million)).
During the nine months ended September 30, 2025, the Company recognized $15,056 (nine months ended September 30, 2024 - $41,386) of interest on the Galicia Más S.A. overdraft loan, all of which was paid.
Banco Macro S.A.
During the nine months ended September 30, 2025, the Company had the following working capital loans drawn and/or outstanding with Banco:
September 30,
Date of loan
Loan amount (millions)
2025
Principal amount balance (millions)
Annual interest
rate (1)
Repayment date
Working capital loan
May 8, 2024
$2.5
-
8%
January 31, 2025
Working capital loan
March 6, 2025
$2.5
-
7%
September 2, 2025
Working capital loan
May 9, 2025
$2.0
-
7%
June 10, 2025
Working capital loan
June 13, 2025
$2.0
$2.0
8%
November 10, 2025
Working capital loan
September 9, 2025
$2.5
$2.5
9%
March 6, 2026
$4.5
(1) Payable at maturity
The loans are guaranteed by Grupo ST S.A and/or Liminar under an agreement with Banco Macro S.A. pursuant to which the Company is charged a loan guarantee fee of 1% of each loan (Note 20(a) and (b)).
As at September 30, 2025, a total of $4.5 million (December 31, 2024 - $2.5 million) was outstanding under the Banco Macro S.A. loans.
During the nine months ended September 30, 2025, the Company recognized $175,870 (nine months ended September 30, 2024 - $74,487) of interest on the Banco Macro S.A. loans, of which $134,632 (nine months ended September 30, 2024 - $74,487) was paid and $60,726 is included in the loan balance as at September 30, 2025 (December 31, 2024 - $29,041).
Banco Hipotecario S.A.
The Company has an overdraft loan agreement with Banco Hipotecario S.A. for up to ARS 850 million ($0.71 million) at a variable interest rate determined monthly and available until August 14, 2025 at which time it was repaid. As at September 30, 2025, nil (December 31, 2024 - ARS 1.5 million ($1,426)) was drawn on the overdraft loan.
On September 25, 2024, the Company obtained a working capital loan of $1 million with Banco Hipotecario S.A. bearing interest at an annual rate of 3%, payable monthly. On January 24, 2025, the Company renewed the loan with Banco Hipotecario S.A. for 90 days. The working capital loan was repaid on April 24, 2025.
On April 30, 2025, the Company obtained a working capital loan of $1 million with Banco Hipotecario S.A. bearing interest at an annual rate of 6.5%, payable monthly. The working capital loan, originally due on July 29, 2025, was increased to $1.7 million and extended by 90 days to October 29, 2025.
The Banco Hipotecario S.A. loans are guaranteed by Grupo ST S.A. and/or Liminar under an agreement with Banco Hipotecario S.A. pursuant to which the Company is charged a loan guarantee fee of 1% of the loan balance per annum (Note 20 (a) and (b)).
As at September 30, 2025, a total of $1.7 million (December 31, 2024 - $1 million) was drawn on the Banco Hipotecario
S.A. working capital and overdraft loans.
During the nine months ended September 30, 2025, the Company recognized $136,616 (nine months ended September 30, 2024 - $565,466) of interest on the Banco Hipotecario S.A. loans, of which $124,708 (nine months ended September 30, 2024 - $565,036) was paid and $19,351 is included in the loan balance as at September 30, 2025 (December 31, 2024 - $8,912).
Banco Ciudad
On December 23, 2024, the Company obtained a $1.5 million working capital loan with Banco Ciudad at an annual interest rate of 5%. The loan was repaid on June 26, 2025. The loan was guaranteed by Grupo ST S.A under an agreement with Banco Ciudad pursuant to which the Company is charged a loan guarantee fee of 1% of the loan (Note 20(b)).
During the nine months ended September 30, 2025, the Company recognized $28,438 of interest on the Banco Ciudad working capital loans all of which was repaid at September 30, 2025 (December 31, 2024 - $1,644).
Banco de Servicios y Transacciones S.A. ("BST")
As at December 31, 2024, the Company had an overdraft loan with BST for an amount up to ARS 14,400 million ($11.95 million) available until July 29, 2025 at an annual rate of interest of 38.5%. The overdraft loan was renewed for an amount of ARS 9,500 million ($7.9 million) at a variable interest rate determined monthly and available until September 4, 2025 at which time it was repaid. On October 31, 2025 the overdraft was renewed for an amount of ARS 2,900 million ($2 million) available until November 28, 2025 at an annual interest rate of 65% (Note 24 (a)).
As at September 30, 2025, nil (December 31, 2024 - ARS 6,790.5 million ($6.6 million)) was drawn on the overdraft loan.
During the nine months ended September 30, 2025, the Company recognized $2,350,475 (nine months ended September 30, 2024 - $212,910) of interest on the BST overdraft loan, of which $2,424,083 (nine months ended September 30, 2024 - $212,910) was paid and $67,566 is included in the loan balance as at September 30, 2025 (December 31, 2024 - $152,796).
Banco Provincia
On January 22, 2025, the Company obtained an ARS 3,000 million ($2.9 million) working capital loan with Banco Provincia at an annual interest rate of 39%, which was repaid during May and June 2025.
During the nine months ended September 30, 2025, the Company recognized $365,229 of interest on the Banco Provincia working capital loan, all of which was repaid as at September 30, 2025.
Discounted promissory notes
On November 13, 2024, the Company entered into a financing arrangement with several mutual funds and institutional investors, through a Mutual Guarantee Society (SGR), under which it obtained $3.1 million in discounted promissory notes, denominated in USD, bearing interest at an average rate of 9%, repayable on various dates between April 15, 2025, and December 3, 2025. The financing arrangements are guaranteed by Liminar Energia S.A. pursuant to which the Company is charged a guarantee fee of 1% of the total financing (Note 20 (a)). During the nine months ended September 30, 2025, the Company repaid $2 million of these discounted promissory notes.
During the nine months ended September, 30, 2025, the Company obtained an additional $15.6 million of discounted promissory notes , denominated in USD, bearing interest at an average rate of 11%, repayable on various dates between February 20, 2026, and September 8, 2026.
As at September 30, 2025, the balance outstanding is $16.7 million (December 31, 2024 - $3.1 million). During the nine months ended September 30, 2025, the Company recognized $408,154 of financing charges, all of which were paid.
Deferred-date cheques
On November 15, 2024, the Company entered into a financing arrangement with several mutual funds and institutional investors, through a Mutual Guarantee Society (SGR), under which it obtained ARS 1,890 million ($1.8 million) in discounted deferred-date cheques, denominated in ARS, bearing interest at an average rate of 41%, repayable on various dates between May 14, 2025, and November 18, 2025. The financing arrangements are guaranteed by Liminar Energía S.A. pursuant to which the Company is charged a guarantee fee of 1% (Note 20(a)).
During the nine months ended September 30, 2025, the Company repaid ARS 1,490 million ($1.2 million) of deferred-date cheques. As at September 30, 2025, the balance outstanding is ARS 400 million ($0.3 million) (December 31, 2024 - ARS 1,890 million ($1.8 million)).
During the nine months ended September 30, 2025, the Company recognized $367,332 of financing charges, all of which was paid.
Related party loan
On May 31, 2024, the Company obtained a loan for an amount of $600,000 from Mr. Pablo Peralta, which accrues interest at an annual rate of 7.5%, with an original repayment date of August 29, 2024. The loan was renewed, and the capital plus $29,959 of interest was repaid on January 29, 2025 (Note 20(d)).
On April 10, 2025, the Company obtained a $0.6 million working capital loan from Pablo Peralta. The loan bears an annual interest rate of 10% and was originally due on July 10, 2025. The maturity date was subsequently extended and repaid on September 26, 2025.
During the nine months ended September 30, 2025, the Company recognized $31,900 (nine months ended September 30, 2024 - $15,041) of interest, of which $nil was included in the loan balance as at September 30, 2025 (December 31, 2024 - $26,383).
Other financial debt
During the nine months ended September 30, 2025, the Company used its AL30 bonds (Note 3) as collateral to obtain a $1,065,195 short-term loan from the Argentine stock exchange, with Banco de Servicios y Transacciones S.A. ("BST") acting as an agent. The loan bears interest at an average rate of 2% per year and renews weekly but is intended to be held for at least 180 days.
During the nine months ended September 30, 2025, the Company made a loan payment of $147,025 and recognized
$10,786 of interest, all of which was included in the loan balance as at September 30, 2025.
NOTES PAYABLE:
On March 25, 2021, Crown Point Energía obtained approval from Argentina's National Security Commission to launch offerings for notes payable for up to $75 million (or its equivalent in other currencies) effective until March 18, 2026.
On November 3, 2025, Argentina's National Security Commission authorized the extension of the Global Notes Payables Program by up to $300 million (or its equivalent in other currencies) and its extension for a period of 5 years from its original maturity date (Note 24 (d)).
As at September 30, 2025 and December 31, 2024, Crown Point Energía had the following principal amounts of notes payable outstanding:
September 30
2025
December 31
2024
Series III Notes Series IV Notes Series V Notes Series VI Notes
Series VII Notes
$
-
-
7.18 million
22.00 million
25.00 million
$ 6.27 million
10.11 million
7.18 million
22.00 million
-
$
54.18 million
$ 45.56 million
Series III Notes were secured fixed-rate notes, denominated in USD and payable in ARS. The principal amount of Series III Notes was repayable in seven equal quarterly installments, ending on August 10, 2025. Series III Notes accrue interest at a fixed rate of 4% per annum, payable every three months in arrears from the issue date. Series III Notes were secured by the restricted cash. During the nine months ended September 30, 2025, the Company repaid $6.27 million of Series III Notes principal amount.
Series IV Notes were unsecured fixed-rate notes, denominated in USD and repayable in ARS in four quarterly equal installments, ending on July 20, 2025. The Series IV Notes accrue interest at a fixed rate of 5% per annum, payable every three months in arrears from the issue date. During the nine months ended September 30, 2025, the Company repaid
$10.11 million of Series IV Notes principal amount.
Series V Notes are unsecured fixed-rate notes, denominated in USD and payable in ARS in a single installment on February 8, 2026. Series V Notes accrue interest at a fixed rate of 8% per annum, payable every three months in arrears
from the issue date.
Series VI Notes are secured fixed-rate notes, denominated and payable in USD. The principal amount of Series VI Notes is repayable in three equal installments starting on October 30, 2026 and ending on October 30, 2027. Series VI Notes accrue interest at a fixed rate of 9.5% per annum, payable every six months in arrears from the issue date. Series VI Notes are secured by a pledge on crude oil sales collections from the Santa Cruz Concessions.
On July 11, 2025, Crown Point Energía S.A. issued a total of $25 million principal amount of unsecured fixed-rate Series VII Notes, denominated in USD and payable in ARS in two equal installments on January 11, 2027 and July 11, 2027. Series VII Notes accrue interest at a fixed rate of 13% per annum, payable every six months in arrears from the issue date.
A continuity of the Company's notes payable is as follows:
Balance, December 31, 2024
$ 45,787,526
Issue of Series VII Notes for cash consideration
25,000,000
Transaction costs
(288,527)
Principal repayments
(16,384,503)
Amortization of premium (Note 17)
(103,665)
Amortization of transaction costs (Note 17)
265,824
Interest accrued (Note 17)
2,966,671
Interest paid
(1,850,234)
Balance, September 30, 2025
$ 55,393,092
The carrying amount of notes payable is reported as follows:
September 30
December 31
2025
2024
Total notes payable
$ 55,393,092
$ 45,787,526
Current portion of notes payable
(8,595,658)
(16,787,098)
Long-term portion of notes payable
$ 46,797,434
$ 29,000,428
Restricted cash
As at September 30, 2025, $891,375 (ARS 1,222.1 million) (December 31, 2024 - 500,322 (ARS 514.8 million)) was reported as restricted cash. The restricted cash is collateral for the Series VI Notes. The collateral for the Series VI Notes is held in a special bank account managed by the collateral agent, Banco de Servicios y Transacciones S.A.. The amount of funds required to be held is based on the Company's estimate of the next upcoming interest payment and are required to be in place until the maturity date of the Series VI Notes.
The Company's notes payable are not subject to financial covenants.
TRADE AND OTHER PAYABLES
September 30
2025
December 31
2024
Trade payables
$ 26,391,600
$ 8,467,123
Accruals
4,364,809
7,775,842
Contingent consideration liability (Note 11)
1,689,140
1,689,140
Other payables
2,010,183
1,149,393
Current trade and other payables
34,455,732
19,081,498
Accruals
367,653
367,653
Contingent consideration liability (Note 11)
39,995,930
58,324,711
Non-current trade and other payables
40,363,583
58,692,364
Total trade and other payables
$ 74,819,315
$ 77,773,862
CONTINGENT CONSIDERATION (LIABILITY) RECEIVABLE:
A reconciliation of the contingent consideration liability is as follows:
Liability (a) In-kind liability (b) Net Balance, December 31, 2024 $ (1,601,394) $ (58,412,457) $ (60,013,851)
In-kind settlement - 3,578,151 3,578,151
Fair value adjustment - 14,750,630 14,750,630
Balance, September 30, 2025 (1,601,394) (40,083,676) (41,685,070)
Current portion - 1,689,140 1,689,140
Long-term portion $ (1,601,394) $ (38,394,536) $ (39,995,930)
Contingent consideration liability
Pursuant to the 2018 acquisition St. Patrick Oil & Gas S.A. ("St. Patrick"), the Company will make quarterly payments to the vendor until December 31, 2027 equal to 10% of the amount by which net revenue (oil and gas revenue less provincial royalties) received by the Company in respect of St. Patrick's Participating Interest in the TDF Concessions for the quarter exceeds certain base net revenue thresholds for such quarter. If in any quarter the net revenues received by the Company in respect of St. Patrick´s participating interest do not exceed the base net revenue threshold for that quarter, then no royalty payment will be payable.
As at September 30, 2025, the forecast net revenues are less than the base net revenue for future quarters. As a result, the estimated fair value of the contingent consideration liability is $nil (December 31, 2024 - $nil).
Pursuant to the 2022 acquisition of the 50% working interest in the PPCO Concession, the Company will pay up to $7.53 million in quarterly payments to the vendor based on a percentage of the net operating income (oil and gas revenue less royalties, turnover and other taxes and operating expenses) derived from its 50% working interest, provided that the amounts are payable to the vendor until the Company has recovered its initial $5 million investment from its share of the net operating income derived from the PPCO Concession.
As at September 30, 2025, and December 31, 2024, the fair value of the contingent consideration liability at
$1,601,394. This contingent consideration liability is included in the non-current portion of trade and other payables (Note 10).
In-kind contingent consideration liability
Pursuant to the October 31, 2024 acquisition of the 100% working interest in the Santa Cruz Concessions, the Company recognized an in-kind contingent consideration liability, the fair value of which was $58,412,457 on December 31, 2024, based on delivery to the Seller of a monthly quantity of oil produced in the Santa Cruz Concessions, ranging from 0 to 600 barrels of oil per day, subject to the market price of oil determined for each month over 14 years at a discount rate of 9.5%.
During the nine months ended September 30, 2025, the Company paid $3,578,151 (nine months ended September 30, 2024 - $nil) of in-kind consideration.
During the nine months ended September 30, 2025, given the drop in the reference price of hydrocarbons due to new tariff policies established by the United States, the Company re-measured the fair value of the in-kind contingent consideration liability at $41,035,269 resulting in a fair value adjustment of $14,750,630. $1,689,140 of the in-kind contingent consideration liability is included in the current portion of trade and other payables and $39,995,930 is included in the non-current portion of trade and other payables (Note 10).
Contingent consideration receivable
As part of the consideration for the disposition of a participating interest in the TDF Concessions to the Company's UTE partners pursuant to the April 26, 2019 ROFR Sale, the UTE Partners will make future payments to the Company equal to their proportionate share of contingent royalty payments that accrue following the closing of the ROFR sale and that are payable by the Company pursuant to the acquisition of St. Patrick (described above).
As at September 30, 2025, the forecast net revenues are less than the base net revenue for future quarters. As a result, the estimated fair value of the contingent consideration liability is $nil (December 31, 2024, $nil).
DECOMMISSIONING PROVISION:
As at September 30, 2025, the estimated total undiscounted inflation-adjusted amount of cash flows required to settle the Company's obligations were approximately $87.4 million (December 31, 2024 - $87.4 million) expected to be incurred over the next 1 to 22 years. A risk-free interest rate of 4.5% (December 31, 2024 - 4.5%) and an inflation rate of 2.1% (December 31, 2024 - 2.1%) was used to calculate the fair value of the decommissioning provision.
A reconciliation of the decommissioning provision is provided below:
Balance, December 31, 2024
$ 34,796,934
Accretion (Note 17)
1,194,788
Balance, September 30, 2025
35,991,722
Current portion of decommissioning provision
(336,477)
Non-current portion of decommissioning provision
$ 35,655,245
LEASE LIABILITIES:
The Company incurs lease payments related to certain office premises and equipment in Argentina. Leases are entered into and exited in coordination with specific business requirements which includes the assessment of the appropriate durations for the related leased assets.
Balance, December 31, 2024
$ 2,028,120
Additions
34,556
Interest (Note 17)
88,924
Payments
(867,481)
Effect of change in exchange rates
(27,536)
Balance, September 30, 2025
1,256,583
Current portion of lease liability
(1,068,432)
Non-current portion of lease liability
$ 188,151
Total expected payments under lease agreements for office and equipment are $96,509 per month ($1,158,108 per year) until December 31, 2026.
PER SHARE AMOUNTS:
Three months ended
September 30
Nine months ended
September 30
2025
2024
2025
2024
Net income (loss) for the period
$ (4,796,787)
$ (2,063,972)
$ 971,142
$ (6,024,390)
Weighted average number of shares - basic and diluted:
Issued common shares, beginning
and end of period
72,903,038
72,903,038
72,903,038
72,903,038
Net income (loss) per share - basic and diluted
$
(0.07)
$
(0.03)
$
0.01
$
(0.08)
As at September 30, 2025, and December 31, 2024, the Company had 1,825,000 stock options outstanding exercisable at CAD $0.20 per share with an expiry date of May 31, 2026. Stock options were excluded from the diluted per share amounts as their effect is anti-dilutive in loss periods.
OIL AND NATURAL GAS SALES:
The following table represents the Company's oil and natural gas sales disaggregated by commodity:
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Oil
$ 20,239,898
$ 4,135,151
$ 63,783,367
$ 13,574,156
Natural gas liquids
97,555
47,598
165,205
147,922
Natural gas
1,365,890
1,378,060
3,472,199
3,524,131
$ 21,703,343
$ 5,560,809
$ 67,420,771
$ 17,246,209
Of the Company's revenue from oil sales earned in the nine months ended September 30, 2025, 7% was for export sales to three purchasers and 93% was for domestic sales to two purchasers (nine months ended September 30, 2024 - 34% for export sales to three purchasers; 66% for domestic sales to two purchasers) and $6,881,660 was in accounts receivable at September 30, 2025 (December 31, 2024 - $9,207,057).
All of the Company's revenue from natural gas sales earned in the nine months ended September 30, 2025 was for domestic sales, of which 58% was to one major purchaser (nine months ended September 30, 2024 - domestic sales; 77% to one major purchasers) and $420,993 was in accounts receivable at September 30, 2025 (December 31, 2024 -
$137,887).
The following table represents the Company's oil and natural gas sales disaggregated by market:
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Export
$ 1,670,620
$ 1,106,865
$ 4,509,181
$ 4,325,699
Domestic
20,032,723
4,453,944
62,911,590
12,920,510
$ 21,703,343
$ 5,560,809
$ 67,420,771
$ 17,246,209
GENERAL AND ADMINISTRATIVE EXPENSES:
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Salaries and benefits
$ 513,314
$ 472,994
$ 1,641,290
$ 1,126,938
Professional fees
183,017
243,298
899,422
730,339
Office and general
476,888
110,983
1,032,540
349,269
Travel and promotion
41,234
24,582
91,731
59,040
$ 1,214,453
$ 851,857
$ 3,664,983
$ 2,265,586
NET FINANCE EXPENSE:
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Interest income
$ 314,189
$ 62,796
$ 473,337
$ 500,044
Gain on fair value of financial instruments
-
50,942
-
144,005
Gain on revision of lease liabilities (Note 13)
-
-
-
34,979
Gain on foreign exchange rate contract
-
-
-
6,651
Amortization of notes payable premium (Note 9)
6,238
128,870
103,665
492,994
Finance income
320,427
242,608
577,002
1,178,673
Financing fees and bank charges
(634,850)
(82,936)
(1,385,664)
(468,779)
Loss on fair value of financial instruments
(135,563)
-
(38,727)
(23,182)
Interest on bank debt (Note 8)
(1,312,721)
(447,872)
(4,207,035)
(1,428,950)
Interest on notes payable (Note 9)
(1,421,082)
(347,087)
(2,966,671)
(931,269)
Amortization of notes payable transaction costs (Note 9)
(86,810)
(57,883)
(265,824)
(148,350)
Accretion of decommissioning provision (Note 12)
(407,539)
(112,647)
(1,194,788)
(332,020)
Interest on lease liabilities (Note 13)
(25,288)
(12,006)
(88,924)
(41,252)
Accretion of other liabilities
-
(32,608)
(14,964)
(44,471)
Finance expense
(4,023,853)
(1,093,039)
(10,162,597)
(3,418,273)
Net finance expense
$ (3,703,426)
$ (850,431)
$ (9,585,595)
$ (2,239,600)
TAXES:
As at September 30, 2025, the Company's deferred tax liability was $19,105,900 (December 31, 2024 - $29,527,901). The Company's tax provision is comprised of the following current and deferred taxes:
Three months ended September 30
Nine months ended September 30
2025 | 2024 | 2025 | 2024 | |
Current tax recovery | $ - | $ - | $ - | $ - |
Deferred tax recovery | 3,910,846 | 1,426,124 | 10,422,001 | 3,942,176 |
Tax recovery | $ 3,910,846 | $ 1,426,124 | $ 10,422,001 | $ 3,942,176 |
Crown Point Energía S.A.'s has sufficient non-capital loss and other tax pools available to reduce taxable income in Argentina to $nil.
Crown Point Energía S.A. has sufficient non-capital loss and other tax pools available to reduce taxable income in Argentina to $nil. The deferred tax recovery reported during the three and nine months ended September 30, 2025 and 2024, is mainly related to the increase in tax losses combined with changes in the Company's ARS denominated tax pools.
19. | SUPPLEMENTAL CASH FLOW INFORMATION: | ||
(a) | Change in non-cash working capital items | ||
For the nine months ended September 30 | 2025 | 2024 | |
Trade and other receivables | $ 2,366,315 | $ (826,843) | |
Hydrocarbon inventories | (199,113) | 607,381 | |
Spare parts inventory | (53,968) | - | |
Prepaid expenses and other current assets | (2,111,901) | (530,041) | |
Trade and other payables | 11,796,083 | (237,529) | |
Effect of change in exchange rates | 3,177,847 | 71 | |
$ 14,975,263 | $ (986,961) | ||
Attributable to: | |||
Operating activities | $ 13,973,676 | $ (775,528) | |
Investing activities | 1,001,587 | (211,433) | |
$ 14,975,263 | $ (986,961) | ||
As at September 30, 2025, the Company held $2,465,282 (December 31, 2024 - $ 4,392,165) of cash in Canadian, United States and Argentine banks.
During the nine months ended September 30, 2025, the Company paid $4,441,013 (nine months ended September 30, 2024 - $1,311,270) of interest expense on bank debt (Note 8) and $1,850,234 (nine months ended September 30, 2024 - $882,938) on notes payable (Note 9).
During nine months ended September 30, 2025, the Company paid $nil to Argentine tax authorities related to corporate income tax (nine months ended September 30, 2024 - $nil).
RELATED PARTY TRANSACTIONS:
Liminar Energía S.A. ("Liminar")
Mr. Pablo Peralta is a director of the Company and is the President and a director of Liminar and controls 45% of the voting shares of Liminar. Mr. Roberto Dominguez is the President of Crown Point Energía S.A. and is a director of Liminar and controls 45% of the voting shares of Liminar. Liminar owns approximately 63.9% of the Company's outstanding common shares.
Liminar has provided a guarantee of certain financing arrangements as disclosed in Note 8 for which the Company is charged loan guarantee fee based on 1% of the financed balance per annum. During the three and nine months ended September 30, 2025, Liminar charged the Company $2,479 and $82,347, respectively (three and nine months ended September 30, 2024 - $nil) of guarantee fees. Included in trade and other payables as at September 30, 2025 is $32,204 (December 31, 2024 - $nil) payable to Liminar.
Grupo ST S.A.
Mr. Pablo Peralta and Mr. Roberto Dominguez are also the President and Vice President, respectively, of Grupo ST
S.A. and jointly control, directly and indirectly, 96.65% of the voting shares of Grupo ST S.A..
Grupo ST S.A. has provided a guarantee of certain Banco Hipotecario S.A. loans (Note 8(e)) and Banco Ciudad loans (Note 8(f)) for which the Company is charged a loan guarantee fee of 1% of the loan balance per annum. During the three and nine months ended September 30, 2025, Grupo ST S.A. charged the Company $nil (three and nine months ended September 30, 2024 - $37,274 and $71,857, respectively) of guarantee fees. Included in trade and other payables as at September 30, 2025, is $nil (December 31, 2024 - $1,917) payable to Grupo ST S.A.
Energía y Soluciones S.A.
Gabriel Obrador was the President, Chief Executive Officer, and a director of the Company until July 31, 2025 when he resigned his positions with the Company. Until December 31, 2024, he also controlled Energía y Soluciones S.A.
During the three and nine months ended September 30, 2024, the Company sold a portion of natural gas production from the TDF Concessions to Energía y Soluciones S.A. for which the Company recognized $1,046,042 (ARS 998.4 million) and $2,708,891 (ARS 2,456.4 million), respectively, of oil and gas revenue. Included in trade and other receivables as at December 31, 2024 was $137,487 (ARS 141 million) in respect of oil and gas revenue.
Energía y Soluciones S.A. owns a 1.46% overriding royalty on revenue earned from the CLL Permit. As of September 30, 2025, no revenue has been earned from the CLL Permit.
Mr. Pablo Peralta
The Company has obtained loans from Mr. Pablo Peralta as described in Note 8(k). During the nine months ended September 30, 2025, the Company repaid a loan plus accrued interest. During the three and nine months ended September 30, 2025, the Company was charged $15,009 and $31,900, respectively (three and nine months ended September 30, 2024 - $11,342 and $15,041) of interest on loans from Mr. Peralta.
Transactions with related parties are conducted and recorded at the exchange amount.
LIQUIDITY RISK:
Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company's approach to managing liquidity risk is to ensure, as far as reasonable, that it will have sufficient liquidity to meet its liabilities when due, without incurring unacceptable losses.
As at September 30, 2025, the Company had a working capital deficit of $41,083,380 (December 31, 2024 - $28,816,056) which includes $12,171,351 (December 31, 2024 - $15,316,874) of financial assets comprised of cash, investments and trade and other receivables and $66,920,773 (December 31, 2024 - $56,619,611) of financial liabilities comprised of trade and other payables, bank debt, current portion of notes payable and current portion of lease liabilities with a contractual maturity of less than one year. During the nine months ended September 30, 2025, the Company reported net cash provided by operating activities in the amount of $5,183,054 (nine months ended September 30, 2024 -
$2,861,420 of net cash used in operating activities).
The Company prepares operating and capital expenditure budgets which are regularly monitored and updated as considered necessary. In addition, the Company utilizes authorizations for expenditures to manage capital expenditures. See Note 1.
The following table summarizes the maturities of the Company's financial liabilities based on contractual cash flows:
Due on or before September 30
Carrying
Contractual
amount
amount
2026
2027
2028
2029 - 2030
$
$
$
$
$
$
Trade and other payables
34,735,639
34,735,639
32,766,589
367,656
-
1,601,394
Bank debt
24,490,093
24,490,093
24,490,093
-
-
-
Notes payable
55,393,092
54,183,058
7,183,058
39,665,200
7,334,800
-
Lease liabilities
1,256,583
1,579,085
1,161,496
417,589
-
-
115,875,407 114,987,875 65,601,236 40,450,445 7,334,800 1,601,394
FOREIGN CURRENCY EXCHANGE RATE RISK:
A substantial portion of the Company's exploration and development activities are conducted in foreign jurisdictions and a portion of the Company's cash is denominated in CAD and ARS. The Company had no foreign exchange rate contracts in place at September 30, 2025 and December 31, 2024.
Foreign currency denominated financial instruments held by the Company:
Balance denominated in Total USD
As at September 30, 2025
CAD
$
ARS
$
equivalents
$
Cash and cash equivalents
6,582
3,290,244,380
2,404,617
Investments
-
1,573,462,469
1,147,675
Restricted cash
-
1,222,075,113
891,375
Trade and other receivables
9,780
1,177,863,984
866,153
Trade and other payables
(564,169)
(28,556,933,639)
(21,098,673)
Bank debt
-
(855,219,167)
(619,724)
Lease liabilities
-
(121,488,790)
(88,035)
Balance denominated in Total USD
CAD
ARS
equivalents
As at December 31, 2024
$
$
$
Cash
4,289
4,485,535,751
4,362,105
Restricted cash
-
514,831,848
500,322
Trade and other receivables
4,905
586,001,753
572,896
Trade and other payables
(464,852)
(10,311,426,754)
(10,314,765)
Bank debt
-
(11,274,067,165)
(10,924,484)
Lease liabilities
-
(106,888,373)
(103,574)
(b)
Currency devaluation:
September 30
December 31
Exchange rates as at
2025
2024
CAD to USD (1)
0.7183
0.6950
ARS to USD (1)
0.0007
0.0010
USD to ARS (2)
1,375.5
1,030.50
Source OFX (2) Source BNA (National Bank of Argentina)
Currency devaluation in Argentina partially impacts the cost of ARS denominated items which are translated to the USD functional currency of the Argentine subsidiaries. A portion of the operating costs and general and administrative expenses incurred in Argentina are denominated in ARS and are also subject to inflation adjustments. During the nine months ended September 30, 2025, the devaluation of ARS resulted in lower operating costs and general and administrative expenses incurred in Argentina by approximately 13% (nine months ended September 30, 2024 - devaluation of ARS; lower by approximately 10%), without considering cost increases related to inflation.
During the nine months ended September 30, 2025, the devaluation of ARS since the previous year end date resulted in a decrease in the USD equivalent of ARS denominated foreign currency denominated financial instruments, excluding bank debt and notes payable, by approximately $3.2 million (nine months ended September 30, 2024 - devaluation of ARS; reduction by approximately $0.2 million).
The effect of currency devaluation on ARS denominated bank debt during the nine months ended September 30, 2025, was a $3,448,917 reduction (nine months ended September 30, 2024 -$431,367 reduction) in the USD equivalent amounts (Note 8).
(c) Sensitivity analysis:
The following table presents an estimate of the impact on net loss for the market risk factors discussed above and is calculated based on the noted change in exchange rates applied to balances as at September 30, 2025:
CAD denominated financial assets and liabilities
5%
$ 19,670
ARS denominated financial assets and liabilities
50%
$ 8,095,240
Change in exchange rates Impact Foreign exchange - effect of strengthening USD
COMMITMENTS:
TDF Concessions
As at September 30, 2025, the Company's share of expenditure commitments with respect to the Rio Cullen exploitation concession in TDF is $0.86 million which must be completed by August 2026. The UTE RCLV expects to offset the outstanding commitment in the Rio Cullen exploitation concession with infrastructure investments made in other parts of the TDF Concessions.
Mendoza Concessions
As at September 30, 2025, the Company's share of expenditure commitments with respect to the CH Concession is
$29.7 million, consisting of a work program for well work-overs, infrastructure optimization and a multi-well drilling program to be fulfilled by March 2031.
As at September 30, 2025, the Company's share of expenditure commitments with respect to the PPCO Concession is $11.6 million, consisting of a work program for well work-overs, infrastructure optimization and a multi-well drilling program to be fulfilled by August 2028.
Santa Cruz Concessions
As at September 30, 2025, the Company's expenditure commitments related to the Piedra Clavada Concession amount to $40.5 million, of which $30.2 million must be fulfilled by 2026, consisting of a work program that includes well workovers, infrastructure optimization, and a three-well drilling program. The remaining $10.3 million must be fulfilled between 2027 and 2031, consisting of an additional three-well drilling program.
As at September 30, 2025, the Company's expenditure commitments related to the Koluel Kaike Concession amount to $21.6 million, of which $11.3 million must be fulfilled by 2026, consisting of a work program that includes well workovers, infrastructure optimization and one well to be drilled. The remaining $10.3 million must be fulfilled between 2027 and 2031, consisting of an additional three-well drilling program.
CLL Permit
As at September 30, 2025, the Company is in conversations with the Province of Mendoza for the extension of the CLL Permit or other alternatives for the CLL Permit, including the potential compensation of the Company's only outstanding commitment estimated at $0.5 million, consisting of a well repair, with working units performed by the Company in excess of what was otherwise required during the exploration period of the CLL Permit.
SUBSEQUENT EVENTS:
Bank debt
The Company repaid the following bank debt in October and November 2025:
ARS 63.5 million ($0.05 million) working capital loan with Banco Galicia SAU (Note 8(a));
$1.7 million working capital loan with Banco Hipotecario S.A. (Note 8(e));
$1 million of discounted promissory notes (Note 8(i)); and
ARS 200 million ($0.14 million) of deferred-date cheques (Note 8(j)).
On October 30, 2025, the Company issued $2.2 million of discounted promissory notes.
On October 31, 2025, the overdraft loan with BST (Note 8(g)) was renewed for up to ARS 2,900 million ($2 million) at an interest rate of 65% available until November 28, 2025.
On November 7, 2025, the Company issued $3 million of discounted promissory notes.
Acquisition
The Company closed the acquisition of Pampa's 35.67% working interest in the Chubut Concessions on October 1, 2025 for total cash consideration of $4.8 million after closing adjustments, comprised of the $0.3 million deposit, $3.2 million of cash at closing and $1.3 million that remains outstanding, which will be satisfied during the month of November, (plus contingent consideration described above). The effective date of the acquisition is the closing date (Note 7).
The acquisition will be accounted for as a business combination in accordance with IFRS 3 - Business Combinations, using the acquisition method, under which the acquired assets and assumed liabilities will be recorded at their fair values as of the acquisition date. As of the preparation of these Interim Condensed Financial Statements, Management does not have sufficient information available to estimate the fair value.
Liminar loan
On November 11, 2025, the Company's wholly-owned subsidiary, CPESA, entered into the Loan Agreement with the Company's largest shareholder, Liminar. The Loan Agreement provides for a Loan by Liminar to CPESA of up to USD 30 million to be disbursed in one or more installments. The Loan bears interest at a rate of 10% per annum and matures on November 1, 2027. CPESA may prepay amounts owing under the Loan at any time, provided that any amounts repaid may not be reborrowed. The proceeds of the Loan will be used to fund the purchase price payable by CPESA to Tecpetrol and YPF under the Acquisition Agreements.
Global Notes Payables Program extension
On November 3, 2025, Argentina's National Security Commission authorized the extension of the Global Notes Payables Program by up to $300 million (or its equivalent in other currencies) and its extension for a period of 5 years from its original maturity date.
