1 2021 ANNUAL REPORT
2 CONTENT Corporate Board organizational structure Management organizational structure Corporate Structure Board of Directors´ report Corporate governance Interoil Financial statements Responsibility Statement Consolidated financial statements Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated cash flow statement Notes Interoil Exploration and Production ASA financial statements Statement of comprehensive income Statement of financial position Statement of changes in equity Cash flow statement Notes Auditor´s report for 2021 Contact
3 BOARD ORGANIZATIONAL STRUCTURE BOARD OF DIRECTORS Chairman: Hugo Quevedo Board members: Nicolas Acuña German Ranftl Laura Mármol Carmela Saccomanno Isabel Valado Ramudo Hugo Quevedo, Chairman. Mr. Quevedo graduated from Universidad de Buenos Aires in 1987 with a law degree, obtained a degree of Master of Laws (LLM.) at London School of Economics and Political Sciences, University of London, UK, in 1995, and in addition holds a Postgraduate Diploma in Global Business from the University of Oxford, Oxford, UK. He also attended courses on regulation of financial markets at King’s College, London, financial law at Queen Mary & Westfield College, London, and energy law at the Centre of Petroleum of Energy, Petroleum and Mineral Law and Policy of the University of Dundee, Dundee, Scotland. Mr. Quevedo has extensive experience in both the private and public sectors. He has advised public and private companies, banks, and organizations in connection with cross-border and domestic corporate, energy and financial transactions, matters and litigation. He has represented companies in antitrust matters, M&A transactions, and financing in a range of industries, including oil & gas, power generation and distribution, natural gas transport and distribution, mining, forestry, fishing, pharmaceutical, and retail, among others. In addition to court litigation, Mr. Quevedo has also acted in domestic and international commercial arbitrations, as counsel and as arbitrator, as well as expert witness in international investment treaty arbitrations. In the public sector, he served in different positions at the office of the President of Argentina, including Director General of Organization, and was advisor to several public officers, including Argentine Secretary of Energy. Isabel Valado Ramudo, Board Member. Ms. Isabel Valado Ramudo holds a degree in Business Accountancy and Finance from the Universidad de Vigo, Spain. She has worked for several companies in Spain having served in different managing capacities including Accounting and Administrative Head and Madrid Office Manager. She also served as Madrid Officer Account Manager of the Spanish Royal Sport Federation. Ms. Valado Ramudo lives in Madrid, Spain, and speaks Spanish, English and French Nicolas Acuña, Board Member. Mr. Acuña has over 28 years of experience in the oil and gas industry in Colombia in the finance and administrative areas. Actually, he is the Vicepresident of Finance and Planning for Canacol Energy in Colombia. Previously he worked for Cepsa Colombia as the Finance, Administration and IT Manager and held various senior management positions in Petrocolombia S.A., including Finance and
4 Administration Manager and General Manager of an affiliate operating company. He holds an MBA from Inalde, a MSc in Engineering-Economic Systems from Stanford University and a BSc in Civil Engineering from the Universidad de los Andes German Ranftl, Board member. German Ranftl is a Public Accountant from the University of Buenos Aires, graduating in 1990, and has a Master’s in Business Administration from CEMA. He spent nearly 11 years in the banking sector, including eight years at ING Barings as a Vice President in Corporate Finance and Investment Banking, previous to that he had work for Bank of Boston. Since 1998 and for five years he was CFO of Supercanal SA, the third largest cable company of Argentina, with also operations in Spain, Bolivia and Dominican Republic. After that period of time he was Vice President of Integra Investment SA, a consulting firm with many international and Argentine transactions in M&A and Capital markets and debt restructuring. In 2007 he was appointed Chief Financial Officer of EDEMSA and restructured a debt of USD 160 million, consequently EDEMSA was part of a reverse take-over of a listed company in AIM London Stock Exchange, and German was CFO of that listed company for 11 years, mainly Andes Energia PLC was primarily operating EDEMSA and HASA, electrical distribution of Mendoza Province and oil areas in Argentina and Colombia, that have been acquired by International Bidding process. German has also participated in the exchange process of the Debt of Supercanal and the company was finally sold last year to an international player. As of today he is also working in the restructuring of the debt of EDEMSA with the regulatory Entity and has also participate in a new reverse take- over of Mercuria in Andes Energia PLC. Laura Mármol, Board member. Ms. Marmol has served ten years as a corporate lawyer with Argentinian oil & gas companies¸ assisting in due diligence processes for potential mergers and in bidding processes for oil blocks awards. She has previously worked at several law firms in the City of Buenos Aires. Ms Marmol has completed the Non-Executive Director Program offered by the Institute of Directors, London, UK (2018) and the Financial Times Non-Executive Director Diploma, UK (2019) Ms Marmol holds a Bachelor´s Degree in Law from the University of La Plata, Province of Buenos Aires, Argentina (2007) and a Bachelor Degree in Certified Translation from the University of Buenos Aires, Argentina (2015). Carmela Saccomanno, Board member. Miss Saccomanno is a qualified communications and institutional relations professional. She graduated from Austral University, Argentina, as a Bachelor in Media & Communications with a specialization in journalism. She has obtained her Master’s Degree in Digital Management at Hyper Island, Teesside University, United Kingdom. Ms. Saccomanno has completed her non-executive director studies at the Institute of Directors, United Kingdom. Miss Saccomanno has worked in communication strategies in different Oil & Gas and natural resources companies. She has experience in coordinating geographically distributed teams in remote collaboration through leadership skills and digital instruments. MANAGEMENT ORGANIZATIONAL STRUCTURE MANAGEMENT Chief executive officer: Leandro Carbone General Manager: Ricardo Romero Vice-President Energy Transition and Strategy: Juan Verde Leandro Carbone, Mr. Carbone has been appointed Chief Executive Officer and brings over 20 years of experience in leading oil and gas projects. He started as a field engineer working for TOTAL for ten years in
5 Europe, North Sea and Latin America. In recent years, Mr. Carbone has been a Latin American Executive Director for many private and public companies. He has extensive experience across Latin America and has been involved in a number of significant discoveries and transactions across Argentina, Peru, Bolivia and Colombia. Mr. Carbone is a Petroleum Engineer from Instituto Tecnologico de Buenos Aires. Ricardo Romero, Mr. Romero has been appointed General Manager in April 2022. He has an extensive corporate experience background having served as Finance Manager, Director and CFO for different companies based in Europe and with commercial activity and operations in Latin America, including companies engaged in the food and beverage industries and in media related services. Mr. Romero continues to hold the position as Chief Financial Officer (CFO) of Interoil in which he has been acting since July 2021. Mr. Romero has an accounting degree from the Universidad Nacional de Cuyo, a Master of Business Administration degree from Universidad Católica de Córdoba and is a PhD candidate in Economics at the Universidad Nacional de Cuyo. Juan Verde, Vice-President Energy Transition and Strategy. Mr. Verde holds Master´s Degree in Public Administration from Harvard University and a Bachelor of Political Science and International Relations from Boston University. During the administration of President Obama, Juan served as Deputy Assistant Secretary for Europe and Eurasia at the United States Department of Commerce. In the private sector, Juan has advised multiple prestigious companies, such as Google, Cisco, SAS, Santander Bank in the United States, etc. Additionally, Juan has collaborated with diverse world-renowned institutions such as the Inter-American Development Bank, Harvard University and the World Bank. As a passionate defender of environmental causes, sustainability and the fight against climate change, Juan Verde collaborated with former Vice President Al Gore to establish and lead subsidiaries for his foundation “Climate Reality Project” in Spain and Argentina. Francisco Vozza, Mr. Vozza has been appointed General Manager in July 2020. His professional background includes more than a decade in corporate strategy and innovation related positions in Equinor, the Norwegian oil, gas and energy company; and a business development role in Scatec Solar, a global leader that builds, owns and operates solar power plants across emerging markets. Francisco Vozza is an Italian-Argentine citizen living in Norway, a graduate from California State University in Los Angeles, and he has an MBA from BI Norwegian School of Management.
6 CORPORATE STRUCTURE
7 BOARD OF DIRECTORS’ REPORT HIGHLIGHTS • Due to the continuity of several COVID-19 pandemic difficulties and measures in both Argentina and Colombia, Interoil operated production decreased by 17 % in 2021 when compared to 2020. During 2021, oil prices recovered to equivalent values to those pre COVID-19. • In combination with the improvement of indicators about COVID-19, the combine EBITDA in 2021 was USD 1,5 million, compared with USD -0.7 million in the previous year. • Remarkable main economics KPI’s recovery (see page 9). • On March 4th, Interoil signed a participation drilling agreement with SLS-Quantum to drill one exploration well in Altair block. • On March 9th, Interoil signed an agreement with Velitec to invest in the reopening of the MMO oil production. • On March 26th, the Company successfully completed the first private placement of new shares for approximately USD 1.1M. These funds are allocated for investment plant in Colombia and Argentina once they are approved by the Local Authorities. In the mind time, the funds remain in a Company bank account. • In April, In Argentina, the workover operations at the MMO-15 well were suspended due to Covid-19 lockdown imposed by the Argentinian authorities prohibiting critical field experts to arrive in the country. • On April 20 th , 2021, the Company successfully completed the second private placement of new shares for USD 2.4M. These funds are earmarked for exploration investment and reserved in the Company´s bank account. • Vikingo operation was also affected by social unrest and road blockages which caused the suspension of the oil transportation through the Perenco pipeline system until mid-June. Interoil resumed Vikingo’s production through Perenco’s facilities as prior to the road blockage. • Interoil’ exploration drilling campaign initially intended to comprise one well in Altair, Mazorca.x-1 where its main target is the Gacheta formation, and another one in Lla47, Jaca.x-1, having the Carbonera formation as the primary exploration target. In order to satisfy the approval process prior to the commencement of field activity, Interoil proceeded to make the relevant filings with the ANH for the Mazorca.x-1 during the first week of February 2021. Within such proceedings the ANH considered that while Mazorca.x-1 is classified as an exploration well, it would not qualify as the type of exploratory well required to satisfy the exploration commitment of the Company. While the Company submitted technical and legal support justifying the drilling of the Mazorca.x-1 well in order to comply with its exploration commitment, the discrepancies with the ANH have continued and are still pending. The Company is seeking to resolve such discrepancies and is following the procedures to that effect. Without prejudice to the rights reserved for the drilling of the Mazorca.x-1 well, the Company has also determined another possible exploration well, Guyra.x-1, located in a south-easternly neighbouring structure within the same geological environment as the Mazorca.x-1, and that could satisfy its exploration commitments in lieu of Mazorca-x.1 should this alternative be acceptable to resolve the discrepancies. The Company has indicated this alternative to the ANH. This new well aims at exploring a similar and geological related structure for the Carbonera Formation and has already been technically classified by the ANH as an exploratory fulfilment well. Interoil is pursuing a prompt resolution of the matter with the ANH to continue its exploration drilling campaign in Altair and LLA-47.
8 • From May progress in the exploration activities on LLA-47 has been adversely affected by the conjoining effect of social unrest and adverse conditions and restrictions imposed for the ongoing serious impact of the Covid-19 pandemic in the area and the communities located in the vicinities which have prevented advance on the socialization of the project activities. These circumstances have also affected the Altair block. The company applied for an extension of terms in both contracts. • In May, social unrest in Colombia with road blockage caused the suspension of the oil transportation specially from the Vikingo operation. • In June the road transportation has been restored, allowing the Vikingo Production to be exported and sold through the Perenco Facilities, as was the case prior to the blockage. • Since July, progress in activities for exploration activities in LLA-47 were prevented by community resistance to move forward on socialization of projected activities. • In October, Interoil contracted and started pulling rig for Puli C aimed at recovering all the producing wells temporarily closed due to downhole problems. • In November, Interoil requested Fedmul to perform a geochemical study in LLA-47 and Altair blocks aimed at the risk some geological exploratory uncertainties in the geological model for the area where the blocks are placed. This study is expected to take place in the field during the dry season. • In December, the ANH granted an extension of 336 days to the LLA-47 contract for force majeure events that affected operations and activities. MAIN EVENTS SINCE YEAR-END • In January 2022, the ANH and the Company entered into an agreement for extension of the terms of the LLA- 47 contract for force majeure events. The ANH response for the extension of Altair terms is pending. • Since end of December, most of the shut-in wells in Puli C were already on production, recovering a daily output of around 90 barrels of oil (bopd) and 220 barrels of oil equivalents per day (boepd) of gas. • In February, Fedmul started id field geochemical survey in LLA-47 and Altair. Once these field samples are collected , they will have to be lab study and Interoil expects the final results by the end of June 2022. • In January 2022 the Company timely paid interest on its Senior Secured Callable Bond Issue 2015/2026 (ISIN NO0010729908) for an amount of USD 978,492.83. • Effective April 7, the Company appointed Ricardo Romero as its General Manager. Mr. Romero continues to hold the position of CFO of Interoil to which he was appointed in July 2021.
9 INTEROIL’S BUSINESS Interoil is an independent oil & gas exploration and production company, currently operating in Colombia and Argentina and headquartered in Oslo. Interoil is involved in the acquisition, exploration, development and operation of oil and natural gas properties. Interoil serves either as an operator or as an active license partner in several production and exploration assets in Colombia and Argentina. Interoil’ portfolio consists of two producing licenses and two exploration licenses in Colombia and one exploration and seven production concessions in Argentina. The licenses in Colombia have been acquired through company acquisitions and bid-rounds for licenses. The licenses in Argentina in the provinces of Chubut and Jujuy were acquired through a share purchase agreement with the previous owner while the Santa Cruz Assets were acquired through an asset purchase agreement. Interoil has oil and gas production in Colombia and Argentina, and part of the Group’s strategy is to extract value from its exploration and exploitation licenses in Colombia and Argentina and use the proceeds to develop these assets and/or acquire new ones. Interoil is focused on strengthening its operations in Colombia and in Argentina where the current asset portfolio contains a large inventory of underdeveloped producing fields combined with exploration projects of high quality and potential that are briefly described below. It is also focusing in gaining opportunities in the context of the industry oulook to add flowing barrels value as well as to improve value by targeting high valuable reserve potential. Key Figures 2021 2020 Gross production oil/gas (boe) 1.169.378 1.457.577 Gross daily average production (boepd) 3.204 3.993 Net equity production after royalties (boe) 260.665 284.447 Net equity daily average production after royalties (boepd) 714 779 Oil/gas sold (boe) 303.207 291.110 Oil price average (usd/bbl) 64,9 40,9 Revenues (usd/bbl) 13,1 8,5 EBITDA 4,5 -1,2 EBITDA adjusted (USDm) 5,2 -0,2 Operating profit (USDm) 0,2 -9,6 Exploration Expenses (USDm) -0,7 -1,0 Net loss/profit (USDm) -1,5 -13,8 Cash and cash equivalents (USDm) 8,2 3,7
10 License Interest Partners Field information Colombia Puli C 70 % Ecopetrol Production Onshore Vikingo 78% SLS/Quantum Production Onshore Altair 90 % Erazo Valencia SA Production/Exploration onshore LLA-47 100 % Production/Exploration onshore Argentina Mata Magallanes Oeste 80 % Petrominera / Selva María Oil Production/Exploration onshore Cañadon Ramirez 80 % Petrominera / Selva María Oil Exploration onshore La Brea* 80 % JEMSE / Selva María Oil Production/Exploration onshore Chorrillos* 8.34% Echo Energy / IOG Resources Production/Exploration onshore Campo Bremen* 8.34% Echo Energy / IOG Resources Production/Exploration onshore Oceano* 8.34% Echo Energy / IOG Resources Production/Exploration onshore Moy Aike* 8.34% Echo Energy / IOG Resources Production/Exploration onshore Palermo Aike* 8.34% Echo Energy / IOG Resources Production/Exploration onshore * In those Argentina Licenses Interoil will operate once approved by local regulators. OPERATIONS Colombia According to the Hydrocarbon National Agency (ANH), Interoil is one of the few operating companies with technical capabilities to explore and operate unlimited number of blocks and fields. Puli C The Puli C block is placed in the Middle Magdalena Valley basin along the central Magdalena River where several existing fields are on production within the block (Mana, Ambrosia and Rio Opia). Even though contractual obligations are already met, Interoil sustains production at the block applying different artificial lifting techniques aimed at reducing flowing pressure at the reservoir. Currently Interoil is building a dynamic reservoir model to evaluate the most appropriate Enhanced Oil Recovery (EOR) techniques to increase fields' recovery factor as well as developing nearby potential oil accumulation within the block contractual boundaries, especially in the area between Mana and Ambrosia for the deeper section of the Chicoral formation. LLA-47 The block was awarded in 2010. At present the Company is committed to drilling nine additional exploratory wells in this block. After completing a detailed thoughtful study process combing the acquired 3D seismic information with detailed surface geochemistry report and re-evaluating petrophysical data from the two pre- existing Lince wells, Interoil was able to identify and map the Vikingo structure. In 2017, Interoil drilled the Vikingo.x-1 exploratory well leading to a successful discovery of neat naturally flown dry oil. Since then, Interoil has been working in mapping new opportunities where two areas concentrate most of its prolific potential: North-western and South-eastern section of the block. Interoil continues studying the potential of LLA-47 by geologically integrating hard known data from neighbouring oil fields aiming at reducing geological uncertainties. Interoil exploratory work program is aimed at optimizing exploration investment activity by drilling exploratory wells based on best geological model encompassing the prolific potential laying underneath the block.
11 Altair The block is placed in the Llanos Basin at approximately 5 km north of LLA-47. Currently, the block is fully covered with 3D seismic, detailed surface geochemistry plus hard geological data gathered from Altair.x-1, Altair.x-2, Mizar.x-1, Purita.x-1 Colirojo.x-1 and Turaco.x-1 wells lead to a new subsurface understanding spotting structures with interesting potential. Hence, Interoil is working in completing an integrated geological model (Altair plus LLA-47) aimed at minimizing exploratory uncertainties and valuing these new promising structures: Zamba, Milonga and Guyra with two interesting exploration objectives: (i) the Gacheta and (ii) the Carbonera formations. Argentina Mata Magallanes Oeste (MMO) This is an exploitation concession located in the western flank of the prolific Golfo San Jorge basin in the south of Argentina. When acquired, this field came with 3D seismic and a total of 45 wells drilled between the 70’s and late 80’s by YPF (Argentine State Oil Company) where 32 have been completed as producers. Interoil plans the downhole intervention of two wells to leave them as fuel-gas wells so as to allow oil production to flow by using this fuel-gas for moving surface equipment at the site. Cañadón Ramírez (CR) This exploration block is adjacent and partially surrounding by the MMO field making an interesting business unit. This block is fully covered with 3D seismic plus 22 exploratory wells (where most of them have either oil and/or gas Interoil Exploration and Production ASA – National Prospectus 9 shows when drilled). The exploration commitments in this block are 20,000 samples of geochemistry (15,000 samples are under analysis) and the reprocessing of the 3D seismic. Interoil plans for this block is to follow the same evaluation strategy as in the Colombia Blocks (Altair & LLA-47): integrate MMO & CR reprocessed 3D seismic, surface geochemical surveys and petrophysical re-evaluation from the existing wells to then modelled a complete and coherent geological model for the area aimed at explaining the hydrocarbon indications from the existing wells to further define the appropriate exploration/development strategy for either of the blocks. La Brea This exploitation contract is placed in the Northwest Basin 20km east from the Caimancito field (pic producing record in Latin America). The block is partially covered with old regional 2D seismic lines plus 10 old producing wells (between 1930 to 1950) in “La Brea Este” field (LBE) and one exploration well (EO.x1001 in 1998) aimed at evaluating “El Oculto” (EO) structure with inconclusive results due to a series of mechanical failures while testing the well. There are no exploration commitments in this block. Nevertheless, Interoil continues with the plan to intervene at least one well in LBE field to prove if the “Caimancito” petroleum system extends to this region of the Basin. Should this work bring positive results then a specific activity would be define aimed at further developed LBE field. Santa Cruz Fields (SC) These exploitation contracts are located onshore in the portion of the Austral basin within the Santa Cruz province. Interoil operates 13 producing fields with 2D regional seismic plus different 3D seismic vintage. Such fields contain 42 oil and 30 gas wells located in five exploitation concession contracts covering more than half a million acres. Current production is coming from the Springhill formation with some wells also flowing from the Tobifera formation where there is no exploration commitment pending in any of these assets. There are many exploration projects identified by previous operators highlighting the assets’ hydrocarbon potential within the existing boundaries of these concessions. However, Interoil has only recently acquired these assets and is still in the process of reviewing (QA/QC) geophysical and petrophysical data to then start working in an integrated geological model aimed at explaining how the petroleum system behaves among these assets, especially due to the acreage extension. Once Interoil has gained reasonable exploration insight on each producing field, then the Company would define a coherent exploration / development strategy.
12 Annual statement of reserves The Company’s Annual Statement of Reserves (ASR) has been prepared in accordance with the Oslo Stock Exchange listing and disclosure requirements. Reserves and contingent resources have been certified by SGS Nederlands BV a third independent parties. As of 31st December 2021, the WI 2P reserves were estimated to be 3.24 million barrels of oil equivalent (MMboe). Note 33 to the annual accounts includes a detailed review of the reserves and resources. The full ASR is available for download from the Company’s website: The ASR is not audited by PricewaterhouseCoopers. Production and sales 2021 2020 Production Working interest, oil (bbl) 163.987 156.438 Working interest, gas (boe) 132.199 198.814 Royalty -35.521 -39.973 260.665 315.279 Sale of oil in barrels Sale of oil, barrels WI 172.835 161.294 Oil royalties sold - 1.045 Total oil sold barrels 172.835 162.339 Sale of gas (boe) Sale of gas (boe), WI 130.372 121.699 Gas royalties sold - 7.072 Total gas sold barrels (boe) 130.372 128.771 Total working interest barrels sold 303.207 291.110 Production and sales in barrels
13 FINANCIAL OVERVIEW (Group) Consolidated financial statements. Continuing Operations Average gross production Increased from 832 boepd in 2020 to 846 in 2021. EBITDA (completely adjusted) was USD 1,5 million in 2021 compared to USD -0,2 million in 2020. Depreciation and amortization decreased from USD 7,6 million in 2019 to USD 7,1 million in 2020. Interoil recorded an operating profit of USD 0,2 million for 2021 compared with a loss of USD 9,5 million in 2020 in line with the recovery of the rest of the KPIs. Most of the KPIs showed good performance in 2021 compared with the same ones in Y2020, regardless the company recovered full operative activities in the third quarter of 2021. PARENT COMPANY ACCOUNTS The profit and loss account for the period for the parent company, Interoil Exploration and Production ASA, which showed a net loss of USD 0,9 million for 2021 compared to a loss of USD 36,2 million in 2020, the variation is due to the impairment of intercompany receivables. The parent company’s equity was USD 3,9 million as of December 31, 2021, and USD 1,3 million as of December 31, 2020, the variation is related to shares issued and the year result. The Board of Directors proposes that the loss for the year of USD 1,463 million be transferred to other equity OIL AND GAS INDUSTRY RISK An investment in a Company in this industry involves a high degree of risk due to the nature of the Company’s business of the exploration and production of oil and natural gas. The Company considers the risks set out below to be the most significant to potential investors in the Company, but this list does not contain all of the risks associated with an investment in the Company. If any of these risks materialized into actual events or circumstances or other possible additional risks and uncertainties of which the Company is currently unaware or which it considers not to be currently material about the Company’s business occur, the Company’s assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects are likely to be materially and adversely affected. The risk factors included below are as of the date of these financials presented in a limited number of categories, where each risk factor is sought placed in the most appropriate category based on the nature of the risk it represents. Within each category the risk factors deemed most material for the Group, taking into account their potential negative effect on the Company and its subsidiaries and the probability of their occurrence, are set out first. This does not mean that the remaining risk factors are ranked in order of their materiality or comprehensibility, nor based on a probability of their occurrence. The risks mentioned herein could materialise individually or cumulatively.
14 Risks related to the Shares The trading price of the Shares may be subject to large fluctuations, which may result in losses for investors. The trading price of the Shares may increase or decrease in response to some events and factors, including the COVID-19 pandemic; the price of oil and natural gas; the Group’s financial condition, financial performance and prospects; the public’s reaction to the Group’s news releases, other public announcements and the Company’s filings with the regulatory authorities; changes in earnings estimates or recommendations by research analysts who track the Common Shares or the securities of other companies in the oil and natural gas sector; changes in general economic conditions and the overall condition of the financial markets; the number of Common Shares that are publicly traded; the arrival or departure of key personnel; and acquisitions, strategic alliances or joint ventures involving the Company or its competitors, among others. Shareholders not participating in future offerings may be diluted: Unless otherwise resolved or authorised by the general meeting, shareholders in Norwegian public companies such as Interoil have pre-emptive rights proportionate to the aggregate amount of the Shares they hold concerning Shares issued by the Company. For reasons relating to US securities laws (and the laws in certain other jurisdictions) or other factors, US investors (and investors in such other jurisdictions) may not be able to participate in new issuance of Shares or other securities and may face dilution as a result. Norwegian law may limit shareholders’ ability to bring an action against the Company : The rights of holders of the Shares are governed by Norwegian law and by the Articles of Association. These rights may differ from the rights of shareholders in other jurisdictions. Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. For instance, under Norwegian law, any action brought by Interoil in respect of wrongful acts committed against Interoil will be prioritized over actions brought by shareholders claiming compensation in respect of such acts. In addition, it may be difficult to prevail in a claim against the Company under or to enforce liabilities predicated upon, securities laws in other jurisdictions. COVID-19 Pandemic The ongoing COVID-19 pandemic has had a negative impact on Interoil’s financial condition, results of operations, and cash flows. The COVID-19 pandemic and the measures imposed by governments in response thereto have resulted in: a reduction in the demand for and price of oil and natural gas products; business closures and shutdowns; travel restrictions; volatility and disruption in regular business operations; operating restrictions and civil unrest in the communities in which the Company operates; voluntary production shutdowns to limit the spread of COVID-19; increased volatility in financial markets and foreign currency exchange rates; reduced labour capacity; and supply shortages. The risk of resurgence of cases or variant strains of COVID-19 is considered by the company as a medium level risk, this may result in further COGS structure adjustments to avoid volatility in the company's performance. Commodity price volatility Natural oil and gas prices are unstable and are subject to fluctuation. Lower prices for oil and gas may reduce the profitability of the production of oil and gas. Interoil’s results of operations are significantly affected by prevailing oil and gas price levels, and any material decline in prices could result in a reduction of the Group’s net production revenue and overall value, potentially leading to write-downs. Further, the economics of producing from some of the Group's wells and assets may change because of lower prices which may result in a reduction in the volumes of the Group’s reserves. Lower prices may also cause production in certain wells to become financially unviable, which in turn may lead to Interoil electing not to produce from such wells. Any of the after-mentioned could result in a material decrease in the Group’s net production revenue and overall value. The ability to finance development and fulfil financial obligations could also be affected by low oil and gas prices.
15 Global financial conditions in recent years have been subject to increased volatility. Market event conditions, including global excess oil and natural gas supply, actions taken by the Organization of Petroleum Exporting Countries (“OPEC”), market volatility and sanctions imposed on certain oil-producing nations by other countries have caused significant volatility in the Oil market and hence in the valuation of oil and gas companies, affected equity investor sentiment and decreased market confidence in the oil and natural gas industry in general. If these conditions were to continue and commodity prices remain volatile, this may harm the Group’s business, financial condition or results of operations. Competition The oil and natural gas industry is intensely competitive and particularly intense in the acquisition of prospective oil and natural gas properties and oil and gas reserves The Group’s competitive position depends to a large degree on its geological, geophysical, and engineering expertise, its financial resources, and its ability to select, access, and develop proved reserves. Political and regulatory risk Interoil is a Norwegian oil and gas exploration and production company operating in Colombia and Argentina, and the Company has consolidated subsidiaries registered in Norway, Colombia, Argentina, Panama and the British Virgin Islands. Thus, the Group's operations are subject to laws and regulations in several countries, including laws and regulations relating to the equipment and operation of drilling units, currency conversions and repatriation, oil and natural gas exploration and development, taxation of earnings and earnings of expatriate personnel, the use of local employees and suppliers by foreign contractors and duties on the importation and exportation of units and other equipment. Due to the Group operating in several jurisdictions, it forces the group to allocate legal resources to avoid any situation related to non-compliance with any applicable legislation. Environmental risk All phases of the oil and natural gas business present environmental risks and hazards and are subject to environmental regulation according to a variety of international conventions and state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, and releases or emissions of various substances produced in association with oil and gas operations. The legislation also requires that wells and facility sites are operated, maintained, abandoned, and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, requirements for reduced emissions from operations, larger fines and liability, and potentially increased capital expenditures and operating costs. The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Group to incur costs to remedy such discharge. Consequently, there is a risk that environmental laws may result in a curtailment of production, or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Group’s financial condition, results of operations or prospects.
16 FINANCIAL RISK The exploration and development of hydrocarbon reserves are highly capital intensive and are associated with considerable uncertainty in terms of the relationship between budgeted costs and actual costs. The Group may, therefore, from time to time, experience with differences between those projected COGS and the current ones, mainly in OPEX. The Group may also be required to make a capital investment for the acquisition of oil and gas reserves in the future. The Group may require additional funding in the future to fund working capital and investment needs for future development and growth. In the current global situation, investments in hydrocarbons are highly requested and the potential success in future private placements or share issues is likely to be obtained. Indebtedness The Group has an acceptable level of debt, and its bondholders have always supported every restructuring decision and bond terms extension, trusting the management’s advisory, skills, and knowledge of the industry. Defaults and insolvency of subsidiaries The main operations of the Company are conducted through its subsidiaries in South America and a bank facility is secured on the Colombian assets. In the event of insolvency, liquidation, or a similar event 16 relating to one of the Company’s subsidiaries, all creditors of such subsidiary would be entitled to payment in full out of the assets of such subsidiary before the Company, as a shareholder, would be entitled to any payments. Defaults by, or the insolvency of, certain subsidiaries of the Company could result in the obligation of the Company to make payments under parent financial or performance guarantees in respect of such subsidiaries or the occurrence of cross defaults on certain borrowings of the Company or other group companies. Additionally, the Company or its assets may become directly subject to a bankruptcy or similar proceeding initiated against a subsidiary. There can be no assurance that the Company and its assets would be protected from any actions by the creditors of any subsidiary of the Company, whether under bankruptcy law, by contract or otherwise. All material subsidiaries of the Company serve as collateral under the Company's current bond loan, and should the Company default on its obligations under this bond loan, the lenders may choose to accede to their collateral in these companies. Currency risk The Group's operating activities are currently based in Colombia and Argentina, and are, to some extent, exposed to foreign exchange risk arising from various currency exposures, primarily concerning the following currencies: NOK, USD, ARS and COP. Revenues are invoiced to the customers in USD (although collection in Argentina is made in ARS) while operating expenses are mostly denominated in USD, NOK, ARS and COP. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and the investment of excess liquidity. Currently, the Group uses no derivative financial instrument to hedge the above-mentioned risk exposure. Further information regarding financial risk factors and management is described in notes in the financial statement.
17 BUSINESS CRITICAL CONTRACTS Critical agreements include the licenses and agreements entered with the relevant authorities, and the other agreements entered into for the fulfillment of commitments assumed by the Company and which violation exposed the Company to substantial liabilities. In the case of Colombia, existing commitments arise out of the licenses entered with the ANH in relation to the Altair and the LLA-47 blocks. Regarding the Altair block, Interoil is the operator and holds 100% of the title to this exploration block. The Company is required to drill one exploration well, which was due by 27 April 2021. The Company proposed the drilling of one exploration well that the ANH found that would not meet the exploration commitments assumed by Interoil. Interoil submitted its technical and contractual grounds for the proposal and further suggested in an alternative well in subsidy. In addition the Company also resorted to the contractual provisions allowing for an amicable solution of the discrepancy. This process is pending finalization. Interoil has entered into a participation agreement with SLS and Quantum Resources, both Colombian companies, whereby Interoil shall assume 50% of the investment costs for the drilling of the well and SLS and Quantum Resources shall provide the funding of the remaining 50%. Should the well result in a dry well each party shall bear the respective losses and the Company shall have no liability whatsoever to SLS or Quantum Resources for reimbursement or compensation of invested amounts. If the drilling results in a discovery, 100% of the production shall initially be allocated to repay the investments made by each party and once such repayment is done, the future production shall be allocated among the parties in accordance with their respective working interests (WI) of 22% for SLS/Quantum Resources and 78% for Interoil. Drilling of the well shall be made pursuant to a drilling agreement to be entered into by Interoil, who shall at all times continue to be vested with 100% of the title to the block and shall remain operator under the license. Satisfaction of the pending commitment shall require completion of the undertakings and obligations of Interoil and SLS and Quantum Resources under the participation agreement as well as of the company that shall perform the drilling of the well. No assurance can be given that any such obligations shall be met in full as and when required to meet Interoil’s obligations vis-àvis the ANH. Interoil is the operator and holds 100 % working interest of the LLA-47 exploration block. Interoil has combined phase 1 and phase 2 of the license agreement and has commitments to drill 10 wells with estimated costs of USD 30 million. The ANH has agreed to change the work requirements to 10 wells (one of which has already been drilled -Vikingo.x-1-) and 4,098 geochemistry samples in replacement of well coring and other exploration well activities (already fulfilled). The final exploration phase at LLA-47 ends on 7 February 2021 and the production phase ends 24 years after a commercial declaration of a well is made before the ANH. To keep LLA-47 until the end of the exploration phase, Interoil must: (1) conduct the activities committed for the first and second exploration phase (of which the drilling of nine exploration wells are pending), and (2) have in place bank guarantees -with the possibility of partially providing an insurance- in respect of the required amounts (already fulfilled). According to the LLA-47 exploration contract, Interoil is required to drill nine more exploration wells by or before 28 March 2023. From a pure operational standpoint, the timing involved in drilling one exploration well would be around 10 to 15 days (depending on the formation target depth) plus 10 to 15 days to move the drilling rig from one well to the following one should all civil works (access roads and well site location) be ready. Hence material challenges lay on construction work, particularly when building access roads and well site locations, where construction is challenging especially when the Meta river floods the area during the rainy season (May- November). Once roads and well site locations are built, then operations can run 7/24 (seven days a week – 24 hours a day) where trucks would bring equipment and material as well as take any oil production for sale. In addition, each drilling and related construction are subject to a previous mandatory engagement with local communities aimed at informing the affected communities and securing the local acceptance for the project. Progress on this matter has been adversely affected by the impact of the COVID-19 communities. Interoil has entered into a participation agreement with SLS and Quantum Resources for the drilling of two wells (Malevo.x-1 and Jaca.x-1), subject to the obtainment by Interoil of the required funding. Under such farm-out agreement Interoil shall assume 40% of the investment costs for the drilling of the wells and SLS and Quantum Resources shall provide the funding of the remaining 60%. In exchange, SLS and Quantum shall gain a 22 percent equity interest in any production flowing from any of these wells. Should any well result in a dry well each party shall bear the respective losses and the Company shall have no liability whatsoever to SLS or Quantum Resources for reimbursement or compensation of invested amounts. If the drilling results in a discovery, 55% of the results
18 of the production shall be allocated to repay the investments made by each party and the remaining 45% shall be distributed according to the equity interest (78% for Interoil and 22 for SLS/Quantum). Following full repayment of investments any further results from production shall be allocated 78% to Interoil and the 22% balance to SL/Quantum Drill. Drilling of the wells shall be made pursuant to a drilling agreement to be entered into by Interoil, who shall at all times continue to be vested with 100% of the title to the block and shall remain operator under the license. Satisfaction of the pending commitment shall require completion of the undertakings and obligations of Interoil and SLS and Quantum Resources under the participation agreement as well as of the company that shall perform the drilling of the well. No assurance can be given that any such obligations shall be met in full as and when required to meet Interoil’s obligations vis-à-vis the ANH. If Interoil fails to meet the drilling commitments pending, Interoil shall be liable to the ANH for the amount of the commitments that were not met. Failure to meet the drilling commitment may result from lack of funding by Interoil, failure of contractors to carry out drilling when and as due, other actions road blocking the ability of Interoil to secure the required constructions for the drilling project (e.g. community opposition), among others. No assurance can be given that no material adverse condition may affect Interoil preventing the Company to meet any of its pending commitments. In the event that the ANH resolves to terminate the contract because Interoil has not fulfilled its exploration commitments in LLA47 such termination would lead to loss of LLA-47 licenses (but should not affect the wells discovered that have been transformed into exploitation concessions) and could have a material adverse effect on Interoil’s business, financial condition, operating results and/or cash flows. Interoil is the operator and holds a 70% interest in the Puli C block through a contract with Ecopetrol, who retained the remaining 30%. In November 2018, Ecopetrol assigned the contract to Hocol (a sister company) as its representative entity in the contract and since then Hocol has been managing the Puli C with Interoil. This contract includes three existing fields (Mana, Ambrosia and Rio Opia) plus some exploration acreage all around them. Even though contractual obligations are already met, Interoil sustains production at these fields by applying different artificial lifting techniques aimed at optimizing the extraction of the ultimate hydrocarbon accumulation. Prior to executing any work in any of these three fields, Hocol’s written approval is required so as to enable Interoil to then issued a “cash-call” to Hocol for the 30% participation interest to cover the approved field work. This approval process takes place through Operating Committee Meetings (OCM) every month for the months ahead. Failure in the preapproval process could expose Interoil to be the sole responsible in financing 100% of the work program. Likewise, prior to the end of every year, Interoil is required to prepare a budget for the following year that must be approved by Hocol. Interoil must operate the fields in accordance with the approved budget. Should a budget operation exceed by 10% of its approved value then Interoil runs the risk to fully fund the operation. Finally, the Puli C contract expresses that in the event that the operator underperforms its duties Hocol could remove the operator and even call the contract for termination. Termination of the contract or removal of the Company as operator could adversely affect Interoil. In Argentina, Interoil holds different participating interests, including minority interests, in exploitation concessions and exploration contracts, has the right to act as operator (upon authorization of the Governmental authorities) in all the blocks and pending its formal appointment as operator maintains an active role in the operations. In all such contracts and concessions other parties also hold participating interests. Interoil and other parties are parties under joint operating agreements or joint agreements governing their relationship. The contracts and concessions impose obligations on the parties to provide their contributing share in the funding of common expenses for joint operations. Expenses are subject to approval by the parties before the field work or services and/or exploration investment is committed. This approval, including the approval of the annual budget, is typically obtained through the Operating Committee Meetings (OCM) held by the contractual partners. Failure in the pre-approval process and/or in the executing a program in the field could result in field operational and other issues (i.e. blow-out in an exploration well, fire in a gas treatment plant, oil spills, etc), in substantial losses and in violations of the regulatory or contractual obligations vis-à-vis Governmental authorities or instrumentalities. In addition, failure of a party to provide the required funding may also affect the operations and the satisfaction of obligations as and when due and may adversely affect also other parties, including Interoil, irrespective of whether such parties have discharged its obligations properly. This risk is higher where Interoil holds a minority participating interest as it is the case of the SC concessions. Upon formal appointment by Interoil as operator under the relevant joint operation agreements a failure of the operator to discharge its obligations as and when required may expose such operator to liabilities and possible removal. No assurance can be given that any such obligations under the concessions, contracts and joint operating
19 agreements shall be met in full as and when required and that any possible infringement may not result in material adverse consequences for the Company. Other than as set out above, the Company has not entered into any business critical contracts, other than contracts entered into in the ordinary course of business, to which the Company is a party, for the three years immediately preceding publication of this Prospectus as well any other contract (not being a contract entered into in the ordinary course of business) entered into by the Company which contains any provision under which the Company has any obligation or entitlement that is material to the Company as at the date of this Prospectus. EVENTS AFTER THE BALANCE SHEET DATE The remarkable event to refer to is the situation related to the invasion of Russia to Ukraine. It is public knowledge energy prices in general experimented important increases and particular oil prices were the most dynamics. At the closing date of the balance sheet, the oil price (brent) was settled at USD 78 per barrel. The price reached a peak on March 8 th , 2022, at USD 127,98 per barrel. This situation has changed the economic and financial projection of the company, even, the way to do business. Decisions about investments are under deep analysis and changing. Also, the impact on the valuation assets will be significant. The management is seeking to obtain farm-out agreements or exploration agreements with local third parties that can take the risk and develop and explore in the existent licensed areas, reducing the risk of the company and taking advantage of the current situation. GOING CONCERN The financial statements in the 2021 Annual Report have been prepared under the going concern assumption in accordance with the Norwegian Accounting Act § 3-3and the Board of Directors hereby confirms that this assumption is valid. The income for 2022 will have many vectors related to the activities that the company has programmed for their different fields and others bound with the current crisis between Russia and Ukraine which is affecting prices and areas of interest. At this stage, the Board are confident that the ongoing operations will have a positive outcome in Y2022 and ahead. ORGANIZATION Interoil has its head office in Oslo, Norway. At year-end 2021, there were a total of 51 employees distributed as follows: • Norway: 1 • Colombia: 48 • Argentina: 2 The Board believes that the work we do is what creates value for Interoil. Our policy for human resources describes our ambitions and our most important target areas. We believe that achieving outstanding results and
20 fulfilling our strategy depends on the commitment and skills of our employees and leaders. Interoil’s values – Openness, Trust, Resilience, and Integrity – provide a framework of expectations on how Interoil employees perform their tasks. How we treat our people and each other within the Group is crucial, and open dialogue and communication are promoted. Interoil promotes equal opportunities and has a policy of equal pay for the same type of work. Due to the nature of the industry, the organization is male-dominated. As per year-end 2021, 85% of employees are male. The senior management is 100% male, and the Board of Directors is 50% female. The group promotes equality and prevents discrimination based on gender, pregnancy, leave in connection with childbirth or adoption, care responsibilities, ethnicity, religion, belief, disability, sexual orientation, gender identity, gender expression, age, or other significant characteristics of a person. HEALTH, SAFETY AND ENVIRONMENT Interoil is committed to excellence in operations and standards of Quality, Health, Safety and Environment (QHSE) throughout its activities Interoil will strive towards our QHSE vision: Systematically promote work environment, zero accident and zero incident operations, promote environmental protection and reduce negative influence on local communities and optimize raw material and energy consumption to minimize waste. The company aims to be in line with industry practices and all statutory requirements. Interoil operates according to the International Organization for Standardization (ISO) and Occupational Health and Safety Assessment Series (OHSAS) management standards. Through the standard, we have focused on managing safety in critical processes, implemented a visible leadership model and strived to live the HSE culture in the organization. We believe that these activities, together with further focus on training of workers, will reduce the risk of major accidents and injuries, and will reduce the risk of hazards of pollutants. The working environment is good, and efforts for improvements are made on an ongoing basis. The ratios at levels such as industrial security, environmental and processes security, are outstanding with a remarkable record of no incidents and accidents. REMUNERATION OF SENIOR EXECUTIVES The Board of Directors of Interoil Exploration and Production ASA hereby submits its statement on remuneration to management following the Public Limited Company Act § 6-16 A. Interoil Group management as of 31st December 2021: Leandro Carbone, Chief Executive Officer and Francisco Vozza, Chief Financial Officer and General Manager. General: Our guidelines for the future stipulation of management remuneration are to follow the general salary adjustments in our local society and, at the same time, consider the measures necessary to avoid losing our key personnel and maintain a level of remuneration enabling us to recruit the kind of professionals needed for us to develop the Company according to plans.
21 Bonus Program: Senior Officers may have a discretionary bonus. The bonus is based on individual performance targets and key performance indicators. There is no other variable remuneration to management. Other: We believe that all terms and conditions have been negotiated on an arm’s length basis at market conditions, enabling Interoil to recruit the kind of professionals it needs to succeed with its strategy, to the benefit of its shareholders. CORPORATE SOCIAL RESPONSIBILITY It is part of Interoil’s vision and strategy to grow oil and gas production primarily through development programs focused on maximizing the value of our existing asset portfolio and secondly by acquiring new assets with a sustainable risk profile. We strive to do business responsibly and consider social and environmental challenges as opportunities for business development. We engage in constructive dialogue with stakeholders to ensure the continuous improvement of our operations. As part of Interoil’s commitment to sustainable development, we aim to conduct our business in an economically, efficient, socially, and environmentally responsible way. The Company strives to be an active contributor to the society where we operate. We support cultural activities, give donations concerning infrastructure and maintenance; hire residents on short-term contracts to do maintenance and construction work in the field, in addition to the scholarship program supporting education for the best local students. The Company operates in remote areas under harsh climate environment, In Colombia, the Company assets are placed in a tropical region where there are two distinguished seasons: the rainy, from April to November and the dray season. Whereas in Argentina, the assets are place in the middle of the Patagonia region with cold dry and short daylight austral winter, from May to October, to then move to the long day ligth windy season blowing between 40 km/h to 80 km/h everyday. Thus, the Company plans their activity in advance and organize most of the maintenance and rig operation along those months where it is convenient and safer for the activity to take place, e.i. dry season in Colombia and long daylight for Argentina. Reporting of payments to governments for companies in extractive industries is prepared according to the Norwegian Accounting Act and the Norwegian Trading Act. The report is presented in the note to the Annual Accounts. Further information about Interoil’s corporate social responsibility is available at the Company’s website: www.interoil.no. OUTLOOK We are an international exploration and production company focused on hydrocarbon development in proven, under-explored conventional basins with access to established infrastructure and competitive fiscal regimes. Our mandate is to develop high-value resource opportunities to add value to the company and our shareholders. We intend to continue exploring and developing our interesting portfolio, with a continued focus on operational excellence, safety, social, ethical, and environmental consciousness. The senior management team has a proven track record in developing technically difficult reservoirs, enhancing oil recovery and operating in remote locations. Throughout the first half of 2021, the situation related to the COVID-19 remained equal to that in 2020: we continued with the measures taken in 2020 to protect our balance sheet by deferring our capital program. As
22 from the second half of 2021, our operating activities came back to a normal operation taking care of the measures to prevent any inconvenience. This report contains forward-looking statements. These statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including Interoil's examination of historical operating trends. Although Interoil believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict with certainty and are beyond our control, Interoil cannot give assurance that it will achieve or accomplish these expectations, beliefs, or intentions. Oslo, April 27th, 2022 The Board of Interoil Exploration and Production ASA. Hugo Quevedo Nicolas Acuña Ricardo Romero Chairman Board Member General Manager (signed) (signed) (signed) Isabel Valado Ramudo German Ranftl Laura Marmol Carmela Saccomanno Board Member Board Member Board Member Board Member (signed) (signed) (signed) (signed)
23 CORPORATE GOVERNANCE Interoil’s corporate governance principles are aimed at contributing to value creation over time, benefitting shareholders as well as other stakeholders. As an international exploration and production company, Interoil aims at conducting its business in an economically efficient, socially responsible, and environmentally acceptable way.b The corporate governance principles are based on the Norwegian Code of Practice for Corporate Governance (the “Code of Practice”), dated 17 October 2019 and issued by the Norwegian Corporate Governance Board (“NUES”). The recommendation from NUES can be found at: www.nues.no. The following presentation is structured after the guidelines in the Code of Practice and is also available on the Company’s website. Implementation and reporting on corporate governance Interoil’s Board of Directors strongly believes sound principles for corporate governance are an important prerequisite for building trust between the Company and its stakeholders and securing shareholder value. Owners, investors, customers, employees, and other stakeholders should be confident that Interoil’s business activities are characterized by reliability, control, transparency, and high environmental and ethical standards. Interoil will in all material aspects follow the Code of Practice and report the Company’s corporate governance in the annual report. Any deviations from the Code of Practice will be explained in the report. Values and ethical guidelines: Interoil’s corporate values are presented on the Company’s website (www.interoil.no). Our values guide us on how we shall act and make decisions when we conduct our everyday work in Interoil. Interoil is aware of the effect its business has on society. The basic principles for corporate social responsibility that the Company strives to follow, are outlined in the corporate social responsibility policy, which is available on the Company’s website. Business Interoil’s objective, as defined in article of the Company’s articles of association, is the “activities such as exploration, development, production, purchase and sale of oil and natural gas deposits and production licenses, as well as any activities related thereto, including investments in equal and similar enterprises”. Interoil’s vision and strategy are adopted, both for Interoil as a group and in each business area, to support the Company’s objective. Interoil’s vision and strategy are to become one of the strongest.
24 E&P companies operating in Latin-America. Our corporate vision and strategy have the following pillars: • Maintain a strong balance sheet by adopting a disciplined financial philosophy that balances profitability and sustainable growth • Allocate and deploy capital with a focus on achieving returns well over Interoil’s cost of capital • Grow oil and gas production primarily through development programs focused on maximizing the value of our asset portfolio and secondarily by acquiring new assets with a balanced risk profile • Become the employer of choice for E&P professionals in Latin America • Systematically contribute to the development of stakeholders in areas we operate • Continuously focus on improving our HSE performance in line with best practices in the Latin American E&P sector Equity and dividends Interoil’s book equity as of 31 December 2021, was negative USD 4,2 million, which shows an improvement compared with Y2020. The Board of Directors continuously strives to improve book equity. Current equity and liquidity, however, are considered balanced. to meet Interoil’s current objectives and liabilities. As of 31 December 2021, Interoil had 182.162.129 shares outstanding. See below the detail. Due to the market situation, together with the requirement for adequate equity and the financial result for 2021, Interoil does not expect to pay any dividends soon. Authorizations to the Board of Directors should be limited to defined purposes and dealt with as a separate agenda item at general meetings. At the annual general meeting held on July 28th 2021, it was resolved to authorize the Board of Directors to increase the share capital of the Company by up to a total of NOK 45.530.542 The authorization may be used for (i) consideration in acquisitions and strategic investments and/or (ii) capital increases done to provide financing for the Company’s business. The authority is valid until the earliest of the Annual General Meeting in 2019 and 30 June 2022. On June 12 th 2019, the share capital increase related to the issuance of a total of 22,221,851 consideration shares (the "Consideration Shares") to the sellers in the transaction has now been registered with the Norwegian 64.690 4.704 124.431 129.135 22.222 9.100 - 9.100 7.354 2.851 - 2.851 2.608 1.009 - 1.009 56.193 17.050 - 17.050 4.046 1.000 - 1.000 7.266 1.123 1.123 17.784 2.418 2.418 182.162 39.255 124.431 163.686 At 31 December 2021 Conversion of bonds to equity 16.01.2020 Increase ARG Asset acquisition 02.04.20 Increase ARG Asset acquisition 12.06.19 Increase ARG Asset acquisition 19.07.19 Increase Fedmul debt conversion 28.10.19 Number of shares (1000) Share Capital Share Premium Total At 31 December 2018 Amounts in USD 000 Cash injection to equity 26.03.21 Cash injection to equity 20.04.21
25 Register of Business Enterprises. The Company's new share capital is NOK 43,456,083, divided into 86,912,166 shares, each with a par value of NOK 0.50. 6,400,000 of the Consideration Shares will become listed and tradable immediately after delivery to the sellers, while 15,821,851 of the Consideration Shares will be placed on a separate ISIN pending approval and publication of a listing prospectus, estimated to take place in late June 2019. On July 19 th 2019, the share capital increase related to the issuance of a total of 7,354,554 shares in connection with the conversion of debt to the sellers of the Argentinian assets, and as further compensation to the sellers of the Argentinian assets per the anti-dilution mechanism in the contract, has now been registered with the Norwegian Register of Business Enterprises. The Company's new share capital is NOK 47,133,360, divided into 94,266,720 shares, each with a par value of NOK 0.50. On October 28 th 2019, the share capital increase related to the issuance of 2,607,774 shares to Fedmul S.A., has now been registered with the Norwegian Register of Business Enterprises. The Company's new share capital is NOK 48,437,247, divided into 96,874,494 shares, each with a par value of NOK 0.50. At the annual general meeting held on 27 June 2019 it was resolved to authorize the Board of Directors to increase the share capital of the Company by up to a total of NOK 21,728,041.50, corresponding to up to a total of 43.456.083 new shares, without pre-emption. At the extraordinary general meeting held on 16 January 2020, it was resolved the partial conversion of bonds to equity, through the issuance of 56,193,478 shares. As a result, the share capital of the Company increased to a total of NOK 76,533,986, corresponding to a total of 153,067,972 shares, without pre-emption. On the 2 nd of April 2020, as a result of the acquisition in January of an 8.34 per cent participating interest in five mature producing exploitation concessions in Argentina, the company issued 4,045,539 consideration shares. The Company's new share capital is NOK 78,556,755.50, divided into 157,113,511 shares, each with a par value of NOK 0.50. The authorization may be used for (i) consideration in acquisitions and strategic investments and/or (ii) capital increases done to provide financing for the Company’s business. The authority is valid until the earliest of the Annual General Meeting in 2019 and 30 June 2019. On the 26 th of March 2021 aimed at securing such funding for the farm-out agreement with SLS and Quantum Resources for the drilling of the remaining committed exploratory well (Mazorca) in the Altair block the company subscribed and issued in the Private Placement is 7,265,576 shares at a subscription price of NOK 1.33 per share, resulting in gross proceeds of approximately NOK 9.7 million. The Company's new share capital is NOK 82,189,543.50, divided into 164,379,087 shares, each with a par value of NOK 0.50. On the 29 th of March 2021, announces a programmed share issue aimed at securing funding for the investments in exploration activity in Colombia and further development activity in Argentina. On the 4 th of April 2021, The company published a national prospectus registered in Norway (the "Prospectus"), providing further details on the Company and the Share Issue. The Share Issue comprises the issue of up to 25,342,462 new shares in the Company at a subscription price of NOK 1.46 per share. The minimum subscription amount in the Share Issue will is NOK 10,000. Equal treatment of shareholders and transactions involving related Interoil has one class of shares representing one vote at general meetings. Each share has a nominal value of NOK 0.50. The articles of association contain no restrictions regarding the right to vote. Equal treatment is of high importance for the Company, and the Board of Directors must justify any waiver of these rights in capital increases.
26 Should the Board of Directors wish to propose to the general meeting that the pre-emptive right of existing shareholders is set aside in the event of a capital increase, such a proposal must be justified by the common interests of the Company and the shareholders, and the grounds for the proposal will be presented in the notice of the general meeting. At the Annual General Meeting held on July 28th 2021, the Board of Directors was given authority to issue new shares without pre-emption to give the Company the flexibility to complete acquisitions or raise new capital at short notice. Material transactions between the Company and its shareholders, a shareholder’s parent company, members of the Board of Directors, executive personnel, or close associates of any such parties, shall be evaluated by an independent third party. Any transactions with closely related parties, primary insiders or employees wishing to trade in Interoil shares must be cleared before the purchase of shares in the Company and are firmly regulated in Interoil’s Directives for Insider Trading. Interoil focuses on transparency and independent verification of any transactions with related parties The Company’s Ethical Guidelines, which apply to all employees, contain guidelines for handling potential conflicts of interest. There has been no significant transaction with closely related parties during 2021. However, consultancy agreements exist between one of the board members and the Company, and between one board member and Interoil Colombia Exploration and Production Inc. In addition, two board members have waived their fees from the Company and received their payment from Interoil Colombia Exploration and Production Inc. The Chief Executive Officer (CEO) received all his remuneration from Interoil Colombia Exploration and Production and Chief Financial Officer (CFO), received all his remuneration from Interoil Argentina S.A. Freely negotiable shares Interoil’s shares are listed on the Oslo Stock Exchange and are freely transferable. There are no restrictions on trade in the Company’s articles of association. General meetings Interoil encourages as many shareholders as possible to exercise their rights by participating in the Annual General Meeting of the Company. Notices convening general meetings will be distributed no later than twenty- one days before a general meeting. Interoil endeavours in general to make the detailed supporting documentation relating to the items on the agenda available on the Company’s website no later than on the date of the distribution of the notice of the general meeting. The notice is also distributed as a stock exchange notification. The calling notice includes a reference to Interoil’s website where the notice calling the meeting and other supporting documents are made available. As the supporting documents are made accessible for the shareholders on Interoil’s website, the documents will normally not be enclosed in the calling notice sent to the shareholders, cf. Interoil’ articles of association section.
27 The deadline for registering intended attendance will be set as close to the general meeting as possible, but no later than four days before the general meeting. Shareholders who are unable to attend, are encouraged to vote by proxy. Information concerning both, the registration procedure and the filing of proxies, will be included in the notice. The proxy forms will also allow separate voting instructions to be given for each item on the agenda. The general meeting elects the chair of the meeting. The Board of Directors generally proposes that a person independent from the Company chairs the meeting. The general meeting elects the members of the nomination committee. The nomination committee focuses on composing a board that works optimally as a team and on ensuring that board members’ experience and qualifications complement each other and that statutory gender representation requirements are met. The general meeting is therefore normally requested to vote for a complete set of proposed board members, and shareholders cannot vote in advance for individual candidates. The general meeting otherwise deals with the matters it is required to consider according to legislation or the Company’s articles of association. The Company allows shareholders to propose matters for consideration at the general meeting, and shareholders can also ask questions and propose decisions at the general meeting itself. The minutes from the meeting are released as soon as practical as a stock exchange notification (ticker: IOX) and on our website www.interoil.no. Nomination committee The articles of association stipulate that the Company shall have a nomination committee, elected by the general meeting. The nomination committee shall consist of three members, who shall normally serve for a term of two years. The current members of the nomination committee, which were elected at the Annual General Meeting held July 28th, 2021, are Hugo Quevedo, Norberto Caneva, and Neil Arthur Bleasdale. All current members of the nomination committee are independent of the executive management of Interoil. Norberto Caneva and Neil Arthur Bleasdale are also independent of the Board of Interoil. The purpose of the committee is to recommend candidates for election to the Board of Directors and propose the fee payable to the board members. The committee shall emphasize that the candidates for the board have the necessary experience, competence, and capacity to perform their duties satisfactorily. A reasonable presentation regarding gender and background should also be emphasized. The justified recommendations are endeavoured to be made available together with the notification to the general meeting, no later than 21 days before the general meeting. Corporate assembly and the Board of Directors; composition and independence The Company is not required to have a corporate assembly, cf. the Public Limited Liabilities Companies Act section 6-35 (1). Thus, the general meeting elects the representatives to the board of directors directly. According to the articles of association, the Board of Directors shall consist of three to seven members currently, there are five members. The members are elected for a term of two years and may stand for re-election. The
28 proposal for nominations is generally distributed to the shareholders together with the notice of the general meeting. The current board is formed by Hugo Quevedo (chairman), Isabel Valado Ramudo, Nicolas Acuna Vesga, German Ranftl, Laura Marmol and Carmela Saccomanno. Board Member Mimi Berdal stepped down as a member of the Board of Directors on May 12 th 2021. Out of the current board, Mr Acuña holds a leading position at Canacol Energy, no conflicts of interest may arise between these person’s duties to the Company and his duties to Canacol Energy. The composition of the Board of Directors as a whole represents sufficient diversity of background and expertise to help ensure that the board carries out its work in a satisfactory manner. The Company’s website and annual report provide detailed information about the board members' expertise and capabilities. The Board of Directors is aware of the need for diversification of its members, to add value and to best serve the common interest of Interoil and its shareholders (particularly concerning expertise, experience, social skills, independence, flexibility, and time capacity. The work of the Board of Directors The Board of Directors shall establish an annual schedule for the board meetings and an annual plan for its work. The Board of Directors shall lead the Company’s strategic planning and make decisions that form the basis for the executive personnel to prepare for and implement investments and structural measures. The Board of Directors shall be engaged in the financing of the Company. The Board of Directors shall ensure that the activities in Interoil are soundly organized. The CEO and General Manager are responsible for the Company’s daily operations and ensure that all necessary information is presented to the board. The Company has not established either a separate audit committee (but the combined board fulfils the functions of the audit committee) or a remuneration committee. The audit committee will be set after the end Q2 2022. Risk management and internal control The Board of Directors focuses on risk management and internal control to support the Company’s corporate values, business development and the quality of the financial reporting encompassing ethical guidelines and guidelines for social responsibility. The Board of Directors provides in a note in the annual report the main features of the Company’s internal control and risk management systems as they relate to the Company’s financial reporting.
29 Remuneration of the Board of Directors The remuneration of the Board of Directors should reflect the responsibilities, the expertise, and the time commitment, as well as the complexity of the business. The remuneration is proposed by the nomination committee. The remuneration is not linked to the Company’s performance or linked to options in Interoil. The remuneration to the Board of Directors for 2021 is described in a note to the financial statements. The remuneration to the Board of Directors for 2021 is being paid following the decision at the Annual General Meeting held on July 28th, 2021. Remuneration of the executive personnel The Board of Directors of Interoil prepares its statement on remuneration to management following the Public Limited Companies Act § 6-16 a. Our guidelines for the future stipulation of management remuneration are to follow the general salary adjustments in our local society and at the same time, consider the measures necessary to avoid losing our key personnel and maintain a level of remuneration enabling us to recruit the kind of professionals needed for us to develop the Company according to plans. The compensation structure and guidelines for executive personnel and key employees are described in “Remuneration of Senior Executives” in the Board of Directors' report. Interoil negotiates all terms and conditions on an arm’s length basis at market conditions, enabling Interoil to recruit the professionals the Company seeks. The remuneration to the executive management is described in a note to the consolidated financial statements. Information and communications Interoil’s information policy is based on transparency and on providing the shareholders, investors, and financial market with correct and timely information, to safeguard the principle of equal treatment of all shareholders and satisfies the regulations and practice applicable to listed companies. Interoil’s key communication objectives are visibility, transparency and openness and the Company will achieve these objectives through precise, relevant, timely and consistent information Interoil co-ordinates its external and internal communication activities to ensure that the Company is presented clearly and consistently and that the Company’s brand and reputation is managed properly. All sensitive information will be controlled and disclosed in compliance with statutory laws and the relevant stock exchange rules and regulations Interoil reports the financial result each quarter, and from time-to-time presentations at conferences in Norway and abroad. Our quarterly reports and investor presentations are made available on Interoil’s website, www.interoil.no. The Company also reports its monthly average production on the first trading day at Oslo Børs after the 10th of each month.
30 • Interoil’s website, www.interoil.no, contains information regarding the Company, its activity and contact information, and is updated regularly. In addition, all presentation materials and financial reports are available on the website. • Interoil distributes all sensitive press releases as well as all reports through Hugin and Oslo Stock Exchange (www. newsweb.no). • Interoil publishes an annual financial calendar which may be consulted on the Oslo Stock Exchange website, through news agencies and on the Company’s website. Takeovers In the event of a takeover bid, the Board of Directors will duly comply with its duties according to the Norwegian Securities Trading Act and other relevant legislation. The Board of Directors has not established a separate set of principles for take-over situations. Auditor The auditor shall be independent of the Company. The remuneration for the auditors is presented in a note to the financial statements. PricewaterhouseCoopers was appointed as auditors at an extraordinary general meeting on 20 October 2015. The audit committee, consisting of the whole Board of Directors, will meet with the auditor annually. The objective of the committee is to focus on internal control, independence of the auditor, risk management and the Company’s financial standing, including the quarterly and annual financial statements. The auditor will send a complete Management Letter/Report to the Board of Directors – which is a summary report with comments from the auditors including suggestions for any improvements if needed. This is an important tool for the board to get a better overview and fulfil the control duties. The auditor is also present in at least one board meeting each year. The auditor annually submits the audit plan to the Board of Directors. The auditor participates in meetings of the Board of Directors that deal with the annual accounts. In this meeting, the auditor reviews any material changes in accounting principles, comments on estimated figures and reports material matters regarding a disagreement with the executive management. The Board of Directors also meet with the auditor at least once a year without the presence of the executive management. The auditors present once a year to the Board of Directors a review of the Company’s internal control procedures, identifying weaknesses and proposals for improvement. The Board of Directors reports the remuneration paid to the auditor at the ordinary general meeting. The fee is detailed, in the fee paid for audits and the fee paid for other specific assignments. The Board of Directors of the Company has not established guidelines for the executive management’s use of the auditors for services other than the audit, contrary to what is recommended by the Code of Practice.
31 FINANCIAL STATEMENTS DECEMBER 2021
32 RESPONSIBILITY STATEMENT We confirm, to the best of our knowledge that the financial statements for the period 1 January to 31 December 2021, have been prepared under international financial reporting standards IFRS and give a true and fair view of the assets, liabilities, financial position and profit and loss of the group taken as a whole. We also confirm that the Board of Directors’ Report includes a true and fair review of the development and performance of the business and the entity and the group, together with a description of the principal risks and uncertainties facing the entity and the group. Oslo, 27th April 2022 The Board of Interoil Exploration and Production ASA. Hugo Quevedo Nicolas Acuña Ricardo Romero Chairman Board Member General Manager (signed) (signed) (signed) Isabel Valado Ramudo German Ranftl Laura Marmol Carmela Saccomanno Board Member Board Member Board Member Board Member (signed) (signed) (signed) (signed)
33 CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2021
34 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Amounts in USD 1 000 unless otherwise stated For the year ended 31 December Notes 2021 2020 Sales 6-7 12.662 8.950 Cost of goods sold 6-8 -5.900 -6.047 Depreciation and amortization 6-8-16 -4.294 -7.095 Gross profit 2.469 -4.192 Exploration cost expensed 6 -726 -992 Administrative expense 6-9 -2.635 -2.624 Other Operating Expenses 6-13 653 - Impairment 6 - -1.284 Other income/(expenses) 6-13 464 -490 Result from operation activities 224 -9.582 Finance income 6-14 2.364 3.892 Finance costs 6-14 -3.258 -8.183 Net finance (cost)/income -895 -4.291 (Loss)/Profit before income tax -670 -13.873 Net income tax 6 -793 79 (Loss)/profit of the year -1.463 -13.794 Other comprehensive loss that will not be reclassified to profit or loss - - Other comprehensive income for the year - - Total comprehensive (loss)/income for the year -1.463 -13.794 Attributable to: Equity holders of the parent -1.463 -13.794 (Loss)/earnings per share (expressed in USD per share) -basic / diluted - total -0,01 -0,09
35 CONSOLIDATED STATEMENT OF FINANCIAL POSITION Amounts in USD 1 000 As of 31 December Note As of 31 December, 2021 As of 31 December, 2020 (Audited) (Audited) ASSETS Non-current assets Property, plant and equipment 6-16 20.754 22.774 Exploration and evaluation assets 6-17 3.605 3.605 Other non-current assets 6 - 1.774 Total non-current assets 24.359 28.153 Current assets Inventories 21 569 490 Trade and other receivables 19 2.115 1.021 Assets held for sale 18 1.737 1.746 Cash and cash equivalents, restricted 22-23 3.855 3.064 Cash and cash equivalents, non-restricted 22-23 4.378 604 Total current assets 12.654 6.925 TOTAL ASSETS 37.013 35.078 EQUITY Share capital and share premium 24 163.686 160.145 Other paid-in equity 4.744 4.744 Accumulated loss -172.633 -170.916 Total equity -4.203 -6.027 LIABILITIES Non-current liabilities Borrowings 6-26 24.800 23.322 Retirement benefit obligations 20-27 629 762 Provisions for other liabilities and charges 27 6.442 5.614 Other long term payables 871 3.461 Total non-current liabilities 32.742 33.159 Current liabilities Borrowings/interest-bearing liabilities 591 1.609 Trade and other payables 6 6.206 5.492 Income Tax Payable 185 - Provisions for other liabilities and charges 6-27 1.492 845 Total current liabilities 8.474 7.946 TOTAL LIABILITIES 41.216 41.105 TOTAL EQUITY AND LIABILITIES 37.013 35.078
36 Oslo, 27th April 2022 The Board of Interoil Exploration and Production ASA. Hugo Quevedo Nicolas Acuña Ricardo Romero Chairman Board Member General Manager (signed) (signed) (signed) Isabel Valado Ramudo German Ranftl Laura Marmol Carmela Saccomanno Board Member Board Member Board Member Board Member (signed) (signed) (signed) (signed)
37 Amounts in USD 1 000 Share capital and share premium Other paid-in equity Retained earnings Total equity Balance at 31 December 2019 142.095 4.744 -157.122 -10.283 Capital Increse - Bond conversion 17.050 17.050 Capital Increse - Shares issued 1.000 1.000 Loss of the year -13.794 -13.794 Balance at 31 December 2020 160.145 4.744 -170.916 -6.027 Capital Increse - Bond conversion - Capital Increse - Shares issued 3.541 3.541 Adjustment prior years -254 -254 Loss of the year -1.463 -1.463 Balance at 31 December 2021 163.686 4.744 -172.633 -4.203 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
38 CONSOLIDATED CASH FLOW STATEMENT Amounts in USD 1 000 For the year ended 31 December 2.021 2.020 Cash generated from operations (Loss)/Profit for the year -1.463 -13.794 Depreciation and amortization 4.294 7.353 Change in retirement benefit obligation 133 85 Change in tax payable 185 439 Interest income -210 -29 Interest and other financial expenses 1.288 4.495 Unrealized exchange gain -43 -345 Other net financial expense -676 170 Impairment loss on PP&E - 147 Changes in net working capital Inventories 79 357 Trade and other receivables 1.094 210 Trade and other payables and provisions -395 1.900 Net cash generated from operating activities 4.285 988 Cash flows from investing activities Changes in restricted cash 791 21 Decrease in non-current assets -1.764 10 Purchases of PP&E -586 -1.041 Net cash used in investing activities -1.559 -1.010 Cash flows from financing activities Interest paid -617 -809 Repayment of borrowings -1.877 -332 Capital Increase 3.541 - Net cash used in financing activities 1.048 -1.141 Net (decrease)/increase in cash and cash equivalents 3.774 -1.163 Non restricted cash and cash equivalents at beginning of the period 604 1.767 Non restricted cash and cash equivalents at end of the year 4.378 604
39 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. CORPORATE INFORMATION Interoil Exploration and Production ASA an upstream oil exploration and production company focused on South America . The Company is an operator of production and exploration assets in Argentina and Colombia. The Company is a Norwegian Public limited liability company incorporated and domiciled in Norway . The Company is listed on the Oslo Stock Exchange. The Company is registered in the Register of Business Enterprises with organization number 988 247 006. The Company’s registered office is Ruseløkkveien 14, 0251 Oslo, Norway . The principal activities of the Group are described in the Board of Directors Report. These consolidated financial statements have been approved for issue by the Board of Directors on 27th April 2022. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated. 2.1 Basis of preparation The consolidated financial statements of the Group have been prepared following International Financial Reporting Standards (IFRS) as adopted by the European Union and International Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted by the European Union (EU). The consolidated financial statement is presented in USD and is rounded up to thousands (1000). The consolidated financial statements have been prepared under the historical cost convention, except for financial assets and liabilities at fair value through profit or loss. The financial statements in the 2021 Annual Report have been prepared under the going concern assumption in accordance with the Norwegian Accounting Act § 3-3and the Board of Directors hereby confirms that this assumption is valid. The income for 2022 will have many vectors related to the activities that the company has programmed for their different fields and others bound with the current crisis between Russia and Ukraine which is affecting prices and areas of interest. At this stage, the Board are confident that the ongoing operations will have a positive outcome in Y2022 and ahead. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 2.17.
40 Changes in accounting policies and disclosures The accounting policies adopted are consistent with those of the previous financial year. Restatements The correcting of the recognition, measurement, and disclosure of amounts of elements of financial statements should be done as if a prior period error had never occurred. In a letter dated 8 December 2021 The Financial Supervisory Authority of Norway required Interoil to present a corrective note to the previously published Annual Report 2020 and Second quarter and first six months of 2021. In January 3 rd 2022 the company present the corrective notes, this should be read in conjunction with the Annual Report 2020 approved by the Board of Directors on 24 June 2021. 2.2 Consolidation The consolidated financial statements comprise the financial statement of the Group and its subsidiaries as of 31 December 2021. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee. Thus, the Group controls an entity if and only if the Group has all the following: •Power over the entity; •Exposure, or rights, to variable returns from its involvement with the entity; and •The ability to use its power over the entity to affect the returns of the Group. There is a presumption that if the Group has the majority of the voting rights in an entity, the entity is considered a subsidiary. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over the entity, including ownership interests, voting rights, ownership structure and relative power, as well as options controlled by the Group and shareholder’s agreement or other contractual agreements The assessments are done for each investment. The Group re-assesses whether or not it controls an entity if facts and circumstances indicate that there are changes to one or more of the three elements of control. Business combinations are accounted for, by using the acquisition method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange. Transaction costs other than share and debt issuance costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. Any excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill if applicable. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on
41 consolidation. Non-controlling interests when exist are presented separately under equity in the Group’s balance sheet. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. The consideration is recognized at fair value and the difference between the consideration and the carrying amount of the non-controlling interests is recognized at the equity attributable to the parent. In cases where changes in the ownership interest of a subsidiary lead to loss of control, the consideration is measured at fair value. Assets (including goodwill) and liabilities of the subsidiary and non-controlling interest at their carrying amounts are derecognized at the date when the control is lost. The fair value of the consideration received is recognized and any investment retained is recognized at fair value. Gain or loss is recognized in profit and loss at the date when the control is lost. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Consolidated subsidiaries Consolidated subsidiaries are specified in note 11. 2.3 Foreign currency translation (a) Functional and presentation currency Items included in the financial statements for all significant companies in the Group are measured using the US Dollar as a functional (the “functional currency”). The consolidated financial statements are presented in USD, which is as well the functional currency for the parent company. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss. 2.4 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Financial Officer and the Chief Executive Officer. They are responsible for strategic decisions and together with local management allocating resources and assessing the performance of the operating segments.
42 2.5 Revenue recognition Revenues are recognized to the extent that the economic benefits will probably flow to the Group and the revenue can be reliably measured. Sales revenue related to the sale of oil and gas is recognized when the risk and benefits related to ownership of the sold products are transferred to the customer and the Group no longer has the possession of or control over the products according to time of delivery based on contractual terms in the sales agreements, i.e. when deliveries are made at a sales transfer point. Sales are presented net of royalty payments. Revenues related to testing production for new wells in association contracts are recognized as revenues according to the principles above. Sales of services are recognized as income once the service has been rendered. Revenue compromises the invoiced value of the sale of products and services net of indirect taxes, royalties and sales adjustments. Distribution costs for products to be sold are included in the income statement as lifting costs. 2.6 Tax Current income tax Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, by the reporting date, in the countries where the Group operates and generates taxable income. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss The income tax expense consists of the tax payable and changes to deferred tax. Deferred income tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is provided on temporary differences arising from investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and, probably, the temporary difference will not reverse in the foreseeable future.
43 2.7 Classifications Classification in the statement of financial position Interoil separately presents current and non-current assets and liabilities in its statement of financial position. Assets and liabilities are classified as current when it is expected to be realized (or are intended for sale or consumption) in the normal operating cycle, is held primarily for being traded, or is expected to be realized within twelve months after the reporting period. Also, cash or cash equivalent assets are classified as current assets, unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. A liability is classified as a current liability if it does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that can be settled with equity instruments at the option of the counterparty, do not affect its classification. Other balance sheet items are classified as non-current assets / non-current liabilities. Classification of income and expenses Operating expenses in the statement of comprehensive income are presented by function. The cost of goods sold includes lifting costs and changes in inventory. Depreciation and amortization of production assets are presented on a separate line under the cost of goods sold. Exploration costs expensed includes seismic acquisitions, internal costs incurred and the cost of dry wells. Administrative expenses include employee benefit expenses, general and administration expenses and depreciation and amortization of non-oil assets. Other income/ (expense) includes refund of operating expenses based on association contracts and jointly controlled operations, gain/loss on sale of PP&E and other income and expenses. Information on the nature of expenses is presented by their nature in the notes to the financial statements. 2.8 Property, plant, and equipment 2.8.1 Intangible assets (a) Exploration and evaluation of assets Some exploration and evaluation assets are classified as intangible assets according to IFRS 6, for example, license acquisition costs and capitalized exploration costs. When the technical feasibility and commercial viability of the assets are demonstrable, the assets are reclassified to development assets within the property plant and equipment. The exploration and evaluation assets which are classified as intangible are assessed for impairment before reclassification. (b) Other intangible assets Acquired computer software licenses are capitalized based on the cost incurred to acquire and bring to use the specific software. These costs are amortized over the estimated useful lives (three to five years). All intangible assets in the Group are fully amortized. Proceeds from the sale of oil and gas licenses in the exploration stage are recognized as revenue.
44 2.8.2 Oil and Gas assets Exploration and production rights assets Oil exploration expenditures are accounted for using the successful efforts method of accounting. Some exploration and evaluation assets should be classified as intangible, for example, license acquisition costs and capitalized exploration assets. Costs are accumulated on a field-by-field basis. Geological and geophysical costs are expensed as incurred, except for costs connected to areas with proven reserves which are capitalized. Costs directly associated with an exploration well are capitalized until the determination of reserves is evaluated. Each exploration well is considered to be a cash-generating unit (CGU) when considering the impairment of the evaluation and exploration asset. If the commercial discovery has not been achieved, these costs are charged to expense. Once commercial reserves are found, exploration and production rights assets are tested for impairment and transferred to development assets. No depreciation and/or amortization is charged during the exploration phase. Impairment Production rights, exploration, and development assets (see below) are tested for impairment whenever facts and circumstances indicate impairment. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher fair value of the assets minus costs to sell them and their value in use. To assess impairment, the assets subject to testing are tested for impairment on a production field (CGU) by production field basis using forward oil prices from financial markets. 2.8.3 Development assets Expenditure on the construction, installation, or completion of infrastructure facilities such as production equipment, pipelines and the drilling of commercially proven development wells is capitalized within tangible assets. When development is completed in a specific field, it is transferred to production assets. No depreciation and/or amortization is charged during the development phase. 2.8.4 Oil production assets Oil production assets are aggregated exploration, production rights assets and development expenditures associated with the production of proved reserves. Furthermore, the oil production assets include property leasehold acquisition costs directly attributable to production assets. Oil production assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher an asset’s fair value minus costs to sell and value in use. To assess impairment, the proved oil and gas properties subject to testing are tested for impairment on a production field (CGU) by production field basis. 2.8.5 Other assets Other property, plants and equipment are other assets not classified as either development or oil-producing
45 assets and are stated at historical cost less depreciation and impairment. Historical costs include expenditures that are directly attributable to the acquisition of the items. Depreciation is calculated using the straight-line method to allocate their cost to their values over their estimated useful lives (3 – 10 years). The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each end of the reporting period. 2.8.6 Depreciation and amortization Oil and Gas assets that are purchased are depreciated and amortized using the unit-of-production method based on proved reserves (P1). Exploration and development assets transferred to production assets are depreciated using the unit-of-production method based on proved reserves (P1) and amortized using the unit-of-production method based on proved reserves (P1), which are oil mineral reserves estimated to be recovered from existing facilities using current operating methods. Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value minus costs to sell and value in use. 2.9 Financial Instruments Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument and are initially measured at fair value. Transaction costs directly attributable to the acquisition or issue of financial instruments classified as amortized costs are included in the carrying value of such instruments. Transaction costs directly attributable to the acquisition of financial instruments classified as fair value through profit or loss (“FVTPL”) are expensed as incurred. 2.9.1 Financial assets Financial assets are subsequently measured at either amortized cost using the effective interest method or fair value based on their classification and classified into the following categories: Loans receivables and financial assets are subsequently measured at amortized cost less impairment if they meet the following conditions: • The asset is held within a business model whose objective is to hold assets to collect contractual cash flows. • The contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal amount outstanding. • The asset was not acquired principally to sell in the near term or for management for short-term profit-taking (i.e., held for trading). All other financial assets, except equity investments as described below, are classified as FVTPL and subsequently measured at fair value with gains or losses arising from changes in fair value recorded in net (loss) income.
46 At each reporting date, the Company assesses whether a financial asset or group of financial assets is impaired. Financial assets and liabilities are offset, and the net amount is presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. 2.9.2 Financial liabilities Financial liabilities are classified as FVTPL if they are held for trading or designated as FVTPL on initial recognition. Financial liabilities at FVTPL are measured at fair value with gains and losses arising from changes in fair value recognized in net (loss) income. Other financial liabilities are measured at amortized cost using the effective interest method. Fair value hierarchy The Company uses a three-level hierarchy to categorize the significance of the inputs used in measuring or disclosing the fair value of financial instruments. The three levels of the fair value hierarchy are as follows: Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly. Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data. If different levels of inputs are used to measure a financial instrument’s fair value, the classification within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expire. The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. After initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. Other financial liabilities comprise loans and borrowings, bank overdrafts, trade and other payables. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are, if any, included as a component of cash and cash equivalents for the statement of cash flows. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the statement of comprehensive income throughout the borrowings using the effective interest method. Gains and losses are recognized in the statement of comprehensive income when the liabilities are derecognized as well as through the effective interest rate method amortization process. Other financial liabilities are presented as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. 2.9.3 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects.
47 2.10 Inventories Inventories are valued at a lower cost and net realizable value. Cost is determined by the first-in, first-out (FIFO) method. Inventory cost includes raw material, freight, and direct production expenses together with a portion of indirect expenses. 2.11 Employee benefits Defined benefit plans: The Group operates two defined benefit plans. One for the employees in the holding company, Interoil Exploration and Production ASA which finished in 2019, and one for employees in the Colombian subsidiary employed in the years from 1991 to 1994. Both schemes are funded through payments to insurance companies, determined by periodic actuarial calculations. Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. From 1995 it was mandatory for all employees in Colombia to be affiliated with a private or public pension fund. The Colombian defined benefit plan will result in payments if the employees have not collected 20 years under this governmental pension law. The cost of providing benefits under the defined benefit plans is determined using the projected unit credit method. Re-measurements, comprising actuarial gains and losses, the effect of the asset ceiling, excluding net interest (not applicable to the Group) and the return on plan assets (excluding net interest), are recognized immediately in the statement of financial position with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods. Past service costs are recognized in profit or loss on the earlier of: • The date of the plan amendment or curtailment, and • The date that the Group recognizes restructuring-related costs. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognizes the following changes in the net defined benefit obligation under “cost of sales”, “administration expenses” and “selling and distribution expenses” in the consolidated statement of profit or loss (by function): • Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non- routine settlements • Net interest expense or income. 2.12 Provisions General: A provision is recognized in the statement of financial position when the Group has a present legal or constructive obligation as a result of past events, and it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.
48 Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognized as an interest expense. Abandonment and decommissioning liabilities: Under the terms of the license concessions for licenses where the Group has an ownership interest, the local authorities may instruct the license holders to remove the facilities partly or completely at the end of production or when the concession period expires. Upon initial recognition of a liability when the Company has a constructive obligation, the company calculates and records the net present value related to future abandonment and decommissioning. The same amount is capitalized as part of the cost price of the asset and depreciated using the unit of production method. The change in the time value of the liability related to the abandonment and decommissioning is charged to expense as other expenses and increases the future liability related to the abandonment and decommissioning. Any change in the estimate related to expenditures associated with abandonment and decommissioning liabilities are accounted for prospectively (remaining production) based on the unit of production method. 2.13 Leases The Company adopted the standard IFRS 16, effective January 1, 2019, from that date the Company assesses at contract inception whether a contract is, or contains a lease. That is if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of comprehensive income on a straight-line basis throughout the lease. 2.14 Non-current assets held for sale and discontinued operations Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale or distribution rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured following the Group’s accounting policies. Thereafter generally the assets, or disposal group, are measured at the lower of their carrying amount and fair value minus costs to sell. Any impairment loss on a disposal group first is allocated to goodwill, and then to remaining assets and liabilities on a pro-rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets and employee benefit assets, which continue to be measured following the Group’s accounting policies. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized more than any cumulative impairment loss. The Group does not classify non-current assets (or disposal groups) that are to be abandoned as held for sale, since it carrying amount will be recovered principally through continuing use. However, if the disposal group to be abandoned represents a separate major line of business or geographical area of operations; is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or is a subsidiary acquired exclusively with a view to resale, the Group will present the results and cash flows of the disposal group as discontinued operations at the date on which it ceases to be used.
49 Intangible assets and property, plant and equipment (PPE) once classified as held for sale or discontinued operations are not amortized or depreciated. 2.15 Accounting for farm in Farm-in agreements are usually entered into in the exploration phase and are characterized by the transferor waiving future financial benefits in the form of reserves, in exchange for reduced future financing obligations. For example, a license interest is taken over in return for a share of the transferor’s expenses relating to the drilling of a well. In the exploration phase, the company normally accounts for farm-in agreements on a historical cost basis, as the fair value cannot be reliably determined. 2.16 Interest in jointly controlled operations Certain of the Group’s activities, particularly exploration and production, are conducted through unincorporated joint ventures where the ventures have a direct ownership interest in and jointly control the assets of the venture. The Group recognizes, on a line-by-line basis, its share of the assets, liabilities and expenses of a jointly controlled operation, along with the Group’s income from the sale of its share of the output and liabilities and expenses incurred about the venture. Licenses are funded through cash calls from the operator to the license partners. The net of total cash called and total payments made under the license, the over-/under call, is recognized in the statement of financial position as other short-term receivables or other current liabilities respectively. When the Group, acting as an operator, receives reimbursement of direct costs recharged to the joint venture, such recharges represent reimbursements of costs that the operator incurred as an agent for the joint venture and therefore do not affect profit or loss. 2.17 Critical accounting estimates and judgments The preparation of the Group’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent liabilities, at the end of the reporting period and amounts of revenues and expenses recognized during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience, historical experience, and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. 2.17.1 Impairment of exploration and other oil-related assets The Group tests whether exploration assets and oil-related assets have been subject to any impairment, following the accounting policy stated in note 2.8. The recoverable amounts of cash-generating units and individual assets have been determined based on value-in-use calculations as net present value (before tax). These calculations require the use of estimates and assumptions such as management evaluations in addition to discount rates, expected future cash flows and future market conditions, including production, remaining proved and probable reserves (P2), future capital expenditure, lifting cost and forward oil price. It is reasonably
50 possible that these assumptions may change, which may then impact the estimated life of the field and may then require a material adjustment to the carrying value of exploration assets and oil-related assets. The Group monitors internal and external indicators of impairment relating to its tangible and intangible assets. Oil prices have recovered value by 2021 and the projections for the years to come are also good. The impairment test does not indicate impairment of the oil-producing assets in any field under the control of the company (See notes 16 and 17). 2.17.2 Abandonment and decommissioning liabilities Abandonment and decommissioning costs will be incurred by the Group at the end of the operating life of some of the Group’s facilities and properties. The ultimate decommissioning costs are uncertain and cost estimates can vary in response to many factors including changes to relevant legal requirements, the emergence of new restoration techniques or experience at other production sites. The expected timing and amount of expenditure can also change, for example, in response to changes in reserves or changes in laws and regulations or their interpretation. As a result, there could be significant adjustments to the provisions established which would affect future financial results (see note 17). 2.17.3 Hydrocarbon reserves and resource estimates Oil and gas production properties are depreciated on units of production basis at a rate calculated by reference to total proved developed reserves determined following Society of Petroleum Engineers rules and incorporating the estimated future cost of developing those reserves. The Group estimates its commercial reserves based on information compiled by appropriately qualified persons relating to the geological and technical data on the size, depth, shape and grade of the hydrocarbon body and suitable production techniques and recovery rates. Commercial reserves are determined using estimates of oil in place, recovery factors and future oil prices, the latter having an impact on the total amount of recoverable reserves and the proportion of the gross reserves which are attributable to the host government under the terms of the Production-Sharing Agreements. Future development costs are estimated using assumptions as to the number of wells required to produce the commercial reserves, the cost of such wells and associated production facilities, and other capital costs. As the economic assumptions used may change and as additional geological information is produced during the operation of a field, estimates of recoverable reserves may change. Such changes may impact the Group’s reported financial position and results which include: • The carrying value of exploration and evaluation assets, oil and gas properties and property, plant and equipment may be affected due to changes in estimated future cash flows. • Depreciation and amortization charges in profit or loss may change where such charges are determined using the units of production method, or where the useful life of the related assets changes. • Provisions for decommissioning may change - where changes to the reserve estimates affect expectations about when such activities will occur and the associated cost of these activities. • The recognition and carrying value of deferred income tax assets may change due to changes in the judgements regarding the existence of such assets and estimates of the likely recovery of such assets.
51 3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s principal financial liabilities, other than derivatives, comprise accounts payable, bank loans and overdrafts, and debentures. The main purpose of these financial instruments is to manage short-term cash flow and raise finance for the Group’s capital expenditure program. The Group has various financial assets such as trade and other receivables and cash and short-term deposits that arise directly from its operations. The Group manages its exposure to key financial risks following its financial risk management policy. The objective of the policy is to support the delivery of the Group’s financial targets while protecting future financial security. The main financial risks that could adversely affect the Group’s financial assets, liabilities or future cash flows are market risks, comprising commodity price risk, cash flow interest rate risk and foreign currency risk; and liquidity risk and credit risk. The Group’s overall risk management plan focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. Risk management is carried out by the administration and finance department supervised by the Chief Financial Officer. The Board of Directors reviews and agrees on policies for managing each of these risks summarized below. The Group is continuously updating and reviewing its financial manual to ensure proper and uniform entries and reporting of all transactions, following IFRS and Group policy. The Board provides management with guidelines for overall risk management. 3.1 Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: commodity price risk, interest rate risk and currency risk. Financial instruments affected by market risk include loans and borrowings, deposits, trade receivables, trade payables, accrued liabilities and derivative financial instruments. Foreign exchange risk; The Group operates internationally and is, to some extent, exposed to foreign exchange risk arising from currency exposures concerning the following currencies; NOK, ARS and COP. Revenue is invoiced to the customers in USD, while operating expenses are mostly denominated in USD, NOK, ARS and COP. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and the investment of excess liquidity. Currently, the Company uses no derivative financial instruments to hedge the above- mentioned risk exposures. Price risk. The Group is exposed to changes in oil prices. The results of Interoil’s operations largely depend on several factors, most significantly those that affect the price Interoil receives for the sold products. Specifically, such factors include the level of crude oil and some extent natural gas prices. Interoil’s results will also be affected by trends in the international oil industry, including possible actions by governments and other regulatory authorities in the jurisdictions in which we operate, or possible or continued actions by members of the Organization of Petroleum Exporting Countries (OPEC) and other major oil-producing countries that affect price levels and volumes; the increasing cost of oilfield services, supplies and equipment; increasing competition for exploration opportunities and operatorship’s, and deregulation of the markets, which may cause substantial changes to the existing market structures and the overall level and volatility of prices.
52 Interest rate risk; As the Group has no significant interest-bearing assets, the group’s income and operating cash flows are substantially independent of changes in market interest rates. The group’s interest rate risk arises from borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the group to fair value interest rate risk. During 2021 and 2020, the group’s borrowings at the variable rate were denominated in COP and USD, while the borrowings at fixed rates were denominated in USD. The group analyses its interest rate exposure on a dynamic basis. The group calculates the impact on profit and loss of a defined interest rate shift. The scenarios are run only for liabilities that represent the major interest- bearing positions. 3.2 Credit risk Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. Credit risk is, in other words, the risk that Interoil’s customers or counterparties will cause a financial loss by failing to honour their obligations. Interoil sells its production in Colombia and Argentina to different market players. The credit risk is low due to the creditworthiness of these customers. Management does not expect any losses from non-performance by these counterparties. Maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. A minimum of the current trade and receivables are past due. No impairment charges are made. 3.3 Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and developing operations according to budget. Liquidity risk is the risk that the Group will not be able to meet all obligations when due. The purpose of liquidity and short term liability management is to make certain that the Group at all times has sufficient funds available to cover financial and operational obligations in addition to funding the Group’s drilling program. Funding needs arise as a result of the Group’s general business activity. Liquidity forecasts serve as tools for financial planning. New non-current funding will be initiated if liquidity forecasts reveal non-compliance with given limits unless further detailed considerations indicate that the non-compliance is likely to be temporary. In this case, the situation will be further monitored. Management monitors rolling forecasts of the Group’s expected cash flow from operations. Weekly, monthly and quarterly reports are reviewed and analyzed by management and all cost categories are matched with budgets and historical figures. Important accounts are reconciled continuously. The market conditions are very challenging. Continuous variances in oil prices put pressure on profitability and cash. The Company has implemented and maintains cost efficiency programs to try to mitigate the effects of the prices variances. The Group will have certain events that can cause liquidity constraints, such as the guarantee and drilling obligations about Altair and LLA-47. 3.4 Capital Management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in the short run and provide returns for shareholders, and benefits for other stakeholders and maintain
53 an optimal capital structure to reduce the cost of capital in the long run. See note 4 for additional information ongoing concern. To maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Due to tight liquidity over several years, the Group could not declare dividends. The Group’s cash flow from operations may not be sufficient to fund its ongoing activities and implement its business plans. From time to time the Group may enter into transactions to acquire assets or the shares of other companies. These transactions, along with the Group’s ongoing operations, may be financed partially or wholly with debt, which may increase the Group’s debt levels above industry standards. Depending on future exploration and development plans, the Group may require additional financing, which may not be available or, if available, may not be available on favourable terms. Failure to obtain such financing on a timely basis could cause the Group to forfeit or forego various opportunities. The Group has a significant amount of debt. A breach of the terms of the Company’s current or future financing agreements may cause the lenders to require repayment of the financing immediately and to enforce security granted over the Group’s assets, including its subsidiaries. If the Group is unable to comply with the terms of the financing agreements and accordingly is required to obtain additional amendments or waivers from its lenders relating to an existing or prospective breach of one or more covenants in its financing agreements, the lenders may require the Group to pay significantly higher interest going forward. The operations of the Group are conducted through its subsidiary in Colombia and Argentina and a bank facility is secured on the Colombian assets. In the event of insolvency, liquidation or a similar event relating to the Company’s subsidiaries, all creditors of such subsidiary would be entitled to payment in full out of the assets of such subsidiary before the Company, as a shareholder, would be entitled to any payments. Defaults by, or the insolvency of, certain subsidiaries of the Group could result in the obligation of the Company to make payments under parent financial or performance guarantees in respect of such subsidiaries. Additionally, the Company or its assets may become directly subject to a bankruptcy or similar proceeding initiated against a subsidiary. There can be no assurance that the Company and its assets would be protected from any actions by the creditors of any subsidiary of the Group, whether under bankruptcy law, by contract or otherwise. The exploration and development of hydrocarbon reserves are highly capital intensive and are associated with considerable uncertainty in terms of the relationship between budgeted costs and actual costs. The Group may, therefore, from time to time, experiment that the actual costs of one or more of its developments and/or undertakings are materially higher than the projected costs. The Group will also be required to make a substantial capital expenditure for the acquisition of oil and gas reserves in the future. The Group may hence require additional funding in the future to cover working capital and investment needs for future development and growth. There can be no assurance that the Group will be able to obtain necessary funding on time and acceptable terms. Should the Group not be able, at any time, to obtain the necessary funding on time and acceptable terms, the Group may be forced to reduce or delay capital expenditures or sell assets or businesses at unanticipated times and/or at unfavourable prices or other terms, or to seek additional equity capital (having a dilutive effect on existing shareholders) or to restructure or refinance its debt. There can be no assurance that such measures would be successful or would be adequate to meet debt and other obligations as they come due, or would not result in the Group being placed in a less competitive position.
54 Interoil’s total assets as of 31 December 2021, amount to USD 36,981 million (2020: USD 35.068 million). Total cash and cash equivalents were USD 8,232 million (2020: USD 3,668 million), whereof USD 3,855 million is restricted (2020: USD 3,064 million). In 2021 the negative tendency of the equity evolution was reverted and on 31 December 2021 the Group´s equity is USD -4 million (2020: USD -7.3 million) In 2021 oil international prices have been recovering to historical prices, especially during the second half. This oil price recovery trend has been sustained and even accelerated since the Russian-Ukraine dispute. Regardless of current oil international events, Interoil is consistently working with local authorities and regulators towards extending exploratory work commitments timeframe as well as their guarantees, especially in Colombia The Group is constantly monitoring and adjusting the capital structure in light of actual and anticipated developments for its operations. 4. GOING CONCERN The financial statements in the 2021 Annual Report have been prepared under the going concern assumption in accordance with the Norwegian Accounting Act § 3-3and the Board of Directors hereby confirms that this assumption is valid. The income for 2022 will have many vectors related to the activities that the company has programmed for their different fields and others bound with the current crisis between Russia and Ukraine which is affecting prices and areas of interest. At this stage, the Board are confident that the ongoing operations will have a positive outcome in Y2022 and ahead. 5. RESTATEMENT OF FINANCIAL STATEMENTS In 2021 there were no reclassified or restatement of financial statements. All the restatement were over in Finanncial Statement 2019. Due to a more precise application of principle – the Company sennt a corrective disclosurenote in january 2022 with information for 2020 and second quarter 2021 6. SEGMENT INFORMATION The Group’s organizational structure reflects the different activities in which Interoil is engaged. Management has determined the operating segments based on reports that are reviewed and used to make strategic decisions. The Group has two reportable segments, Colombia and Argentina, which consist of upstream activities including oil and natural gas exploration, field development and production from the Group’s licenses in Colombia and concessions in Argentina, which are the Group’s strategic business units.
55 No operating segments have been aggregated to form the above reportable operating segments. Management monitors the operating results of its business units separately to make decisions about resource allocation and performance assessment. Segment performance is evaluated based on production, operating profit or loss and is measured consistently with operating profit or loss in the consolidated financial statements. Segment revenues and segment results include transactions between business segments. These transactions and any unrealised profits and losses are eliminated. Transfer prices between operating segments are on an arm’s length basis like transactions with third parties. Corporate/unallocated consists of other business and corporate activities. License Interest Stage Colombia Puli C 70 % Production Vikingo 80 % Production Altair 90 % Production/Exploration LLA-47 100 % Production/Exploration Argentina Mata Magallanes Oeste 80 % Production/Exploration Cañadon Ramirez 80 % Exploration La Brea 80 % Production/Exploration Chorrillos 8.34% Production/Exploration Campo Bremen 8.34% Production/Exploration Oceano 8.34% Production/Exploration Moy Aike 8.34% Production/Exploration Palermo Aike 8.34% Production/Exploration
56 For the year ended 31 December 11.367 1.295 513 -513 12.662 -5.402 -498 - - -5.900 -2.412 -1.492 - -390 -4.294 3.553 -694 513 -903 2.469 -726 - - - -726 -2.459 -105 -584 513 -2.635 653 - - - 653 - - - - - 464 - - - 464 1.485 -799 -72 -390 224 2.120 207 2.109 -2.072 2.364 -582 -1.067 -3.681 2.073 -3.258 3.023 -1.660 -1.644 -389 -670 -1.074 - - 281 -793 1.949 -1.660 -1.644 -108 -1.463 - - - - - 1.949 -1.660 -1.644 -108 -1.463 Other comprehensive loss Total comprehensive (loss) income Finance income Finance costs (loss) before income tax Income tax expense (Loss) for the period Exploration cost expensed Administrative expense Impairment As of 31 December 2021 Amounts in USD 1000 Total revenue Cost of goods sold ex depreciation Depreciation Gross Profit/ (loss) Other income Result from operating activities Colombia Argentina Norway Unall./Elim Group continuing business Other Operating Expenses
57 For the year ended 31 December 8.082 868 308 -308 8.950 -4.044 -2.003 - - -6.047 -6.900 -195 - - -7.095 -2.862 -1.330 308 -308 -4.192 -992 - - - -992 -2.391 - -541 308 -2.624 982 -2.266 -34.768 34.768 -1.284 -490 - - -490 -5.753 -3.596 -35.001 34.768 -9.582 2.946 - 3.037 -2.091 3.892 -5.390 - -4.884 2.091 -8.183 -8.197 -3.596 -36.848 34.768 -13.873 79 - - - 79 -8.118 -3.596 -36.848 34.768 -13.794 - - - - - -8.118 -3.596 -36.848 34.768 -13.794 Total comprehensive (loss) inco Norway Unall./Elim Group continuing business Amounts in USD 1000 Total revenue Colombia Argentina Cost of goods sold ex depreciatio depreciation As of 31 December 2020 Result from operating activities Finance income Finance costs (loss) before income tax Income tax expense (loss) for the period Other comprehensive loss Gross Profit/ (loss) Exploration cost expensed Administrative expense Impairment Other income
58 Other Segment information include: For the year ended 31 December 13.569 8.488 - -1.303 20.754 - 3.605 - - 3.605 - - - - - 13.569 12.093 - -1.303 24.359 - - 23.714 - 23.714 3.274 1.501 1.640 -209 6.206 1.092 - - - 1.092 4.367 1.501 25.354 -209 31.012 - - - - - 4.366 1.785 - - 6.151 - - - - - Other segment information Lifting cost (see note 8) Impairment As of 31 December 2021 Amounts in USD 1000 Property, plant and equipment Exploration assets Other non current assets Total segment assets Colombia Borrowings Trade and other payables Other liabilities Total segment liabilities Capital expenditure Argentina Corporate/u nallocated Unall./Elim Group continuing business
59 For the year ended 31 December 7. SALES AND ROYALTY AGREEMENTS 14.878 8.810 - -914 22.774 - 3.605 - - 3.605 8.073 573 53 - 8.699 22.951 12.988 53 -914 35.078 -1.483 - 24.817 - 23.334 2.704 1.165 1.565 58 5.492 7.370 1.948 1.364 - 10.682 8.591 3.113 27.746 58 39.508 70 971 - - 1.041 -3.250 -1.640 - - -4.890 1.323 -2.266 - - -943 Exploration assets Impairment Argentina Corporate/u nallocated Unall./Elim Group continuing business Amounts in USD 1000 Total segment liabilities Capital expenditure Other segment informatio Lifting cost Other assets Total segment assets Borrowings Trade and other payables Other liabilities As of 31 December 2020 Colombia Property, plant and equpm 2021 2020 10.875 6.434 1.787 2.190 0 326 12.662 8.950 For the year ended 31 December Amounts in USD 000 Sale of oil Sale of gas Sale of services Total Sales Sale in barrels
60 Royalty agreements in Colombia The royalty payment in the percentage of gross oil price following royalty agreement with Ecopetrol and with ANH (Hydrocarbons national agency) in Colombia varies between 8 – 20% and is paid in cash or in-kind (oil) depending on the contract. The royalty payments made in oil have been deducted from total sales reported by the Group. The royalty payments made in cash are included as part of the cost reported by the Group. Royalty agreements in Argentina Revenues from concession contracts are subject to three fiscal charges. Royalties range from 12 per cent to 18 per cent, depending on the contract and a further sales tax, called the "IIBB", that varies amongst provinces and is in the range of 2.5 per cent to 3.5 per cent. Corporate net profits are then taxed at a Federal tax rate of 35 per cent, although both royalties and provincial taxes are deductible as an expense in the Federal tax assessment. 8. COST OF GOODS SOLD 2021 2020 4.864 4.890 -156 388 1.192 769 5.900 6.047 -4.294 -7.095 - 2.451 3.169 1.373 1.243 135 110 58 34 463 98 384 236 1 - 4.864 4.890 Total lifting costs Insurance Production costs external consultants Well services and workover Repairs and maintainance of installations/equipment Other Total costs of goods sold Depreciation Lifting costs, specifications: Field production costs Tariffs and transportation For the year ended 31 December Amounts in USD 000 Lifting costs Changes in inventory Other costs
61 9. ADMINISTRATIVE EXPENSES 10. TRANSACTIONS WITH RELATED PARTIES Consolidated subsidiaries Interoil Exploration and Production ASA have 100% (direct and indirect) shareholding and voting rights in the following subsidiaries: All subsidiaries are included in the consolidated financial statements for 2020 and 2019. See note 2.2 for consolidation principles. Transfer prices with consolidated subsidiaries are on an arm’s length basis like transactions with third parties. 2021 2020 427 331 1.955 2.035 253 258 2.635 2.624 Total administrative expenses For the year ended 31 December Amounts in USD 000 Employee benefit expenses General and administration expenses Depreciation non-oil assets Administratives Including in Cost of Sales Total Administratives Including in Cost of Sales Total 326 475 801 163 488 651 39 139 178 14 83 97 32 77 109 69 58 127 29 7 36 85 14 99 427 698 1.125 331 643 974 51 45 2021 2020 Employee benefit expenses, specifications: Salaries and wages employees Other personal expenses Other payroll related expenses Pension costs - defined ontribution plan (note 22) Total employee benefit expense Average number of employees Registered shareholding Company business address voting rights UP Colombia Holding AS Norway 100% Interoil Colombia Exploration and Production Inc. BVI 100% Interoil Colombia Exploration and Production (Branch) Colombia 100% Interoil Argentina AS Norway 100% Oil Investment Inc Panama 100% Oil Investment Inc (Branch) Argentina 100% Interoil Argentina SA Argentina 100% Interoil Drilling Services AS Norway 100% Interoil Peru Holding AS Norway 100%
62 The following assets have been pledged as security for the interest-bearing borrowings (see note 13 and 26) Assets owned by Interoil Exploration and Production ASA: • All shares invested in UP Colombia Holding AS (see Parent Company note 11) - total book value: USD 25 257, (2019: 25 257) • All current and future rights and receivables under the intercompany loans – total book value: USD 21 568 (2019: 21 568) Assets owned by UP Colombia Holding AS: • Inventory, operating assets, receivables and bank accounts – total book value of USD 10 071 (2019: 10 183) UP Colombia Holding AS acts as an independent primary obligor for the bond loan 11. REMUNERATION OF SENIOR EXECUTIVES The Group Senior Management consists of the CEO, CFO and General Manager. The Group management is not part of a pension scheme, and there are no benefits in kind. The employment contract for the General Manager can be terminated on 3-month notice with payments for the period. The General Manager is entitled to severance pay of 9 months' salary. Members of the Board of Directors have no right to severance pay. No loans have been given to, or guarantees given on behalf of, any members of the Group Management, the Board or other elected corporate bodies. The compensation structure and guidelines for Executive Management and key employees are subject to annual review and approval by the Board of Directors. Period Salary Bonus Other CEO 01.01-31.12 123 GM 01.01-31.12 34 Ricardo Romero CFO 01,07-31-12 41 Period Salary Bonus Other CEO 01.01-31.12 129 GM/CFO 01.01-17.07 40 CFO 17.07-31.12 27 GM 17.07-31.12 13 Management remuneration 2021 Amounts in USD 000 Leandro Carbone Francisco Vozza Management remuneration 2020 Amounts in USD 000 Leandro Carbone Pablo Creta Luis Alvarez Francisco Vozza
63 The remuneration of senior executives in 2021 was following the declaration that was submitted to the General meeting in 2021. Annual board member remuneration for 2021 and 2020 is set to NOK 400 000 for the Chairman of the Board, and NOK 200 000 for all other Board members.(except for those members who have entered into a services agreement with a group company unless otherwise agreed). There will be no extra fee to the audit committee, and no fee to the Nomination Committee. 12. EXTERNAL AUDIT REMUNERATION PricewaterhouseCoopers (PwC) was elected auditors for the group in 2015. The following table shows total audit and non-audit fees expensed in the period, excluding VAT: Chairman 01.01-31.12 45 45 100 0 Member 01.01-28.07 23 23 100 Member 01.01-31.12 23 23 100 0 Member 27.06-31-12 23 23 100 Member 27.06-31.12 23 23 100 Member 27.06-31.12 23 23 100 Member 27.06-31.12 23 23 100 Amounts in USD 000 Members of corporate management team 2020 Position Period Fixed Variable TOTAL Fixed % Variable % Base salary Other benefits Pension Benefits Variable Compensati on - STI Variable Compensati on - LTI Laura Marmol Carmela Saccomanno Germán Ranftl Mimi Berdal Nicolás Acuña Isabel Valado Board member remuneration paid 2021 Hugo Quevedo Audit Fee Other assurance services Tax services Other non-assurance services Total 115 48 0 58 221 52 0 6 0 58 42 0 0 2 45 210 48 6 60 324 For the year ended 31 December 2021 Amounts in USD 000 PwC Norway PwC Colombia PwC Argentina Total Audit Fee Other assurance Tax services Other non-as Total 81 0 0 45 126 43 0 6 0 49 20 0 0 0 20 144 0 6 45 195 Total For the year ended 31 December 2020 Amounts in USD 000 PwC Norway PwC Colombia PwC Argentina
64 13. OTHER INCOME / (EXPENSE) 14. FINANCE INCOME AND COST 15. TAXES The major components of income tax (credit)/expense are: 2021 2020 286 303 - 4 178 134 464 441 69 877 -722 54 -653 931 1.117 -490 Total other income Provision for legal claims Other expense Total other expense Total other income (expense) For the year ended 31 December Amounts in USD 000 Refund of operating expenses Other income Gain on sale of PP&E 2021 2020 3 29 2.154 2.968 207 895 2.364 3.892 205 3.586 -1.159 - - 1.707 1.970 2.623 2.243 267 3.258 8.183 -895 -4.291 Total financial expenses Finance(expense)/income-net Total financial income Interest expenses Tax claim interest expense Realized/unrealized exchange rate loss Other financial expenses Amounts in USD 000 Interest income Realized/unrealized exchange rate gain Other financial income Interest expense (Dian)
65 A reconciliation between tax expense and the product of accounting profit and the nominal tax rate: The nominal tax rate in Norway, Colombia and Argentina is respectively 22% and 32% and 35% for 2021 22% and 32% and 30% for 2020. Deferred tax relates to the following: 2021 2020 1.343 1.568 -1.343 -1.568 - - Deferred tax liabilities Amounts in USD 000 Deferred tax liability recognized in balance sheet: Fixed assets Provisions
66 Tax liability In the case concerning tax liability described in the Company’s annual report for 2020 and dating back to 2011, the Colombian National Tax and Customs Office (DIAN), has accepted Interoil's petition to pay amounts that were subject to litigation and eventually to be borne by the Company in five (5) years and with a reduced interest rate equal to 20% of the market interest rate, according to the benefits granted by Section 45 of Colombian law 2155/2021 (the “Beneficial Regime”). The Company had already established a provision for these concepts for an amount of US$ 3.128M. The State Council eventually issued a judgement against the Company for an amount of USD 767,953 plus interest, which result in an aggregated amount payable of US$2.161M. Following the acceptance by the DIAN to make payments under the Beneficial Regime, the aggregate amount payable by the Company in five (5) years shall be reduced to USD 1,093M plus interest at a rate of approximately 3.5% p.a. The Company is required to set up a guarantee in favour of the DIAN and is currently working to structure the necessary security 2021 2020 - - - 19.200 - 19.200 Deferred tax assets not recognized in balance sheet: Amounts in USD 000 Provisions Tax losses Deferred tax assets not recognized in balance sheet:
67 16. PROPERTY, PLANT AND EQUIPMENT The depreciation expense has been charged to the consolidated statement of comprehensive income as follows: Amounts in USD 000 2021 2020 Depreciation 4.294 7.095 Administrative expenses 215 258 Total depreciation expense 4.509 7.353
68 The impairment has been generated as follows: Impairment testing of individual cash-generating units is performed when impairment indicators are identified. The significant decrease in proved gas reserves is considered to represent an impairment trigger, and an impairment test of fixed assets has been performed. Impairment is recognised when the book value of an asset or cash-generating unit exceeds the recoverable amount. The recoverable amount is the higher the asset’s fair value less cost to sell and value in use. As a result of a significant variation in the forecast for crude oil and gas benchmark prices during the year 2021, the Company performed an impairment test on its CGUs. The recoverable amount of each CGU was calculated using a fair value approach based on the Company’s updated projections of future cash flows generated from proved and probable reserves P2 and discounted using an after-tax rate that reflects the current market valuation of the time value of money, and the specific risk related to the asset. The discount rate was determined by reference to the Company’s weighted average cost of capital of 11.55% for Colombia and 16% for Argentina. Cash flows are projected for the estimated lifetime of each field. The recoverable amounts were calculated using long-term Brent oil prices: As a result of the impairment test, there are no adjustment in any field. The results of the impairment tests are sensitive to changes in other estimates such as revisions in reserves, expected production, local price differentials, future operating costs and development capital expenditures, long-term inflation and foreign exchange rates which could impact the calculation of recoverable amounts for CGUs. See notes 2.17 and 35 for further information. As of December 31, 2021, the recoverable amounts of CGUs are most sensitive to changes in the discount rate Amounts in USD 000 2021 2020 Impairment Santa Cruz -151 Mata Magallanes Oeste -978 Llanos 47 - Gas plant (see note 19) -341 Impairment reversal - Llanos 47 1.323 Total assets impairment - -147 Other impairment charges Santa Cruz Good Will -1.131 Iventory -6 Total impairment expense - -1.284 Year 2022 2023 2024 2025 2026 2027 2028 2029 Brent 75,54 71 67,87 65,76 64,49 63,76 63,56 63,3
69 and future oil prices. A 1% change in the discount rate would impact the recoverable amount by approximately USD 0.1 million and a USD 1 change in the forecasted oil prices would impact the recoverable amount by approximately USD 0.4 million. The results of the impairment tests are sensitive to changes in other estimates such as revisions in reserves, expected production, local price differentials, future operating costs and development capital expenditures, long-term inflation and foreign exchange rates which could impact the calculation of recoverable amounts for CGUs. 17. EXPLORATION AND EVALUATION ASSETS Exploration and evaluation assets correspond to Cañadon Ramirez and La Brea assets acquired in 2019. For more detail, please refers to the Board of Director's report, section operations/Argentina. In 2021 there were no impairment indicators for these areas. 18. ASSETS HELD FOR SALE In 2017, the group acquired and refurbished new a gas treatment plant meant to be used in the Puli C contract where a special environmental approval needed to be granted by the Colombian Environmental (ANLA) before its use. By the time the environmental permit was granted the need for a gas treatment plant in Puli C was commercially solved by selling Puli C raw gas to a third party; thus, the group decided to sell the gas treatment plant. The group is continuing seeking the best alternative to obtain the maximum result for this operation. 19. TRADE AND OTHER RECEIVABLES 2021 2020 3.605 3.605 - 3.605 3.605 Amounts in USD 000 At January 1 Additions As at December 31, 2021 2021 2020 1.529 729 1.529 729 125 -108 167 372 39 10 254 18 2.115 1.021 Amounts in USD 000 Trade receivables Trade receivables - net Joint operations accounts Prepayments VAT receivable Other short-term receivables Total trade and other receivables
70 Trade and other receivables are non-interest bearing and are generally on 15 – 90 days terms. As of 31 December 2021, and 2020 no trade receivables were past due, whereof USD 0 is impaired and Its ageing analysis of trade receivables locate all the amount as not due. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of the receivables mentioned above. The Group does not hold any collateral as security. 20. RETIREMENT BENEFIT Defined benefit plan Interoil Exploration & Production ASA (Norway) had until 2019 a defined benefit plan for employees in the Norwegian parent company. The Norwegian company meets the Norwegian requirements for mandatory occupational pension. As of December 31, 2021, Interoil Exploration & Production ASA has one employee. Interoil Colombia – the branch office, had a defined plan for employees in the period from 1991 to 1994. From 1995 it was mandatory for all Colombian employees to be affiliated to a private or public pension fund, and the defined plan stopped. The following tables summarize the components of the defined benefit plan: The movement in the defined benefit obligation over the year is as follows: The amounts recognized in profit or loss are as follows: 2.021 2020 629 762 629 762 Amounts in USD 000 Defined benefit obligation at the end of the year Retirement benefit obligation liability 2021 2020 762 677 -31 107 -102 -22 629 762 Amounts in USD 000 Beginning of the year Interest cost/ Used during the period / Additional provisions Exchange rate differences Retirement benefit obligation liability 2021 2020 18 107 102 - 22 -84 129 Amounts in USD 000 Interest cost Exchange rate differences Total defined benefit plan, income/(expense)
71 The principal actuarial assumptions used were as follows: Defined contribution plan The Group’s subsidiary in Colombia have defined contribution plans in accordance with local legislation. The contributions recognized as expenses: 21. INVENTORIES 2021 2020 5% 5,25% 3% 3% 3% 3% 3% 3% Inflation rate Future salary increases Future pension increases Discount rate 2021 2020 -84 85 Contributions Amounts in USD 000 2021 2020 305 385 264 108 569 493 Amounts in USD 000 Spare parts, etc Crude oil Total inventories Period ended 31 December
72 22. FINANCIAL INSTRUMENTS Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly. Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. The bond loan is included in level 2, the rest of assets and liabilities are included in level 3. During the reporting period ending 31 December 2020, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers in and out of Level 3 fair value measurements. The carrying amount of trade and other receivables approximate their fair value. The carrying amount of trade and other payable is considered to approximate their fair value. The fair value of the other non-current interest-bearing liabilities equals their carrying amount. The carrying amount of the current interest-bearing liabilities approximates the fair value. The fair value of the bond loan has been calculated using the discounted cash flow method. The cost of capital 1.529 1.529 1.529 9.970 9.970 9.970 11.499 11.499 11.499 20.976 26.068 22.075 1.639 1.639 1.639 6.606 6.606 6.606 7.942 7.942 7.942 37.163 42.255 38.262 Other long term payables Total financial liabilities Bond loan Liabilities to financial institutions Current: Bond loan Trade and other payables Trade and other receivables Cash and cash equivalents Total financial assets Non-current: Amounts in USD 000 Assets, liabilities at amortized cost Total carrying amount Fair value Current:
73 is set to the interest rate for a similar bond with similar security in the market, 12%. 23. CASH AND CASH EQUIVALENTS Long term cash restricted of USD 1,7 million (2020: USD 1,7 million) mainly relates to cash collateral guarantees in Colombia and bank deposits as collateral for rent and withheld employee taxes in Oslo. Restricted cash of USD 3,8 million (2019: USD 3,0 million) mainly relates to cash collateral for bank loans in Colombia. 24. PAID IN CAPITAL All issued shares are paid in full. All shares give equal rights in the Company. Nominal value per share is NOK 0,50 (2019: NOK 0,50). 2021 2020 1.965 3.690 2.884 786 5.056 960 64 6 9.970 5.442 1.737 1.764 8.233 3.678 3.855 3.064 4.378 604 Amounts in USD 000 Bank deposits denominated in USD Bank deposits denominated in NOK Bank deposits denominated in COP Bank deposits denominated in ARS Cash and cash equivalents Long term cash restricted - other non current asset Total cash and cash equivalents Bank deposits classified as restricted Non restricted cash 64.690 4.704 124.431 129.135 22.222 9.100 - 9.100 7.354 2.851 - 2.851 2.608 1.009 - 1.009 56.193 17.050 - 17.050 4.046 1.000 - 1.000 7.266 1.123 1.123 17.784 2.418 2.418 182.162 39.255 124.431 163.686 At 31 December 2021 Conversion of bonds to equity 16.01.2020 Increase ARG Asset acquisition 02.04.20 Increase ARG Asset acquisition 12.06.19 Increase ARG Asset acquisition 19.07.19 Increase Fedmul debt conversion 28.10.19 Number of shares (1000) Share Capital Share Premium Total At 31 December 2018 Amounts in USD 000 Cash injection to equity 26.03.21 Cash injection to equity 20.04.21
74 The total number of authorised shares as of 31 December 2021, consists of the 182 162 thousand issued shares listed in the table above. At the annual general meeting held on 28 June 2018 it was resolved to authorize the Board of Directors to increase the share capital of the Company by up to a total of NOK 16,172,578, corresponding to up to a total of 32,345,156 new shares, without pre-emption. On June 12 th 2019, the share capital increase related to the issuance of a total of 22,221,851 consideration shares (the "Consideration Shares") to the sellers in the transaction has now been registered with the Norwegian Register of Business Enterprises. The Company's new share capital is NOK 43,456,083, divided into 86,912,166 shares, each with a par value of NOK 0.50. 6,400,000 of the Consideration Shares will become listed and tradable immediately after delivery to the sellers, while 15,821,851 of the Consideration Shares will be placed on a separate ISIN pending approval and publication of a listing prospectus, estimated to take place in late June 2019. On July 19 th 2019, The share capital increase related to the issuance of a total of 7,354,554 shares in connection with conversion of debt to the sellers of the Argentinian assets, and as further compensation to the sellers of the Argentinian assets in accordance with the anti-dilution mechanism in the contract, has now been registered with the Norwegian Register of Business Enterprises. The Company's new share capital is NOK 47,133,360, divided into 94,266,720 shares, each with a par value of NOK 0.50. On October 28 th 2019, the share capital increase related to the issuance of 2,607,774 shares to Fedmul S.A., has now been registered with the Norwegian Register of Business Enterprises. The Company's new share capital is NOK 48,437,247, divided into 96,874,494 shares, each with a par value of NOK 0.50. At the annual general meeting held on 27 June 2019 it was resolved to authorize the Board of Directors to increase the share capital of the Company by up to a total of NOK 21,728,041.50, corresponding to up to a total of 43.456.083 new shares, without pre-emption. At the extraordinary general meeting held on 16 January 2020 it was resolved the partial conversion of bonds to equity, through the issuance of 56,193,478 shares. As a result, the share capital of the Company increase to a total of NOK 76,533,986, corresponding to a total of 153,067,972 shares, without pre-emption. On the 2 nd of April 2020, as a result of the acquisition in January of an 8.34 per cent participating interest in five mature producing exploitation concessions in Argentina, the company issued 4,045,539 consideration shares. The Company's new share capital is NOK 78,556,755.50, divided into 157,113,511 shares, each with a par value of NOK 0.50. On the 26 th March 2021 aimed at securing such funding for the farm-out agreement with SLS and Quantum Resources for the drilling of the remaining committed exploratory well (Mazorca) in the Altair block the company subscribed and issued in the Private Placement is 7,265,576 shares at a subscription price of NOK 1.33 per share, resulting in gross proceeds of approximately NOK 9.7 million. The Company's new share capital is NOK 82,189,543.50, divided into 164,379,087 shares, each with a par value of NOK 0.50. On the 29 th March 2021, Interoil announced a share issue aimed at securing funding for the investments in exploration activity in Colombia and in further development activity in Argentina. On the 6 th April 2021, The company published a national prospectus registered in Norway (the "Prospectus"). The Share Issue comprised the issue of up to 25,342,462 new shares at a subscription price of NOK 1.46 per share. The minimum subscription amount in the Share Issue was NOK 10,000. On the 12th April 2021, the Company announced the extension of the application period until 20 April 2021 at 16:30 (CEST). On the 15th April 2021, The Company amend the terms of the Share, the subscription price was set to NOK 1.20 per share. The maximum number of shares remain at 25,342,462, so that the maximum gross proceeds from
75 the Share was approximately NOK 30.4 million. The Company has also extended the application period until 23 April 2021 at 16:30 (CEST). On the 20th April 2021, A supplemental national prospectus setting out the new terms of the Share Issue (the "Supplemental Prospectus") was registered with the Norwegian Register of Business Enterprises On the 27th April 2021, The Company's Board of Directors resolved to allocate and issue a total of 17,784,541 shares in the Share Issue at a subscription price of NOK 1.20 per share, resulting in total gross proceeds of NOK 21,414,000 to the Company. Once the shares allocated, issued and registered the Company will have a share capital of NOK 91,238,909.50 divided into 182.162.129 shares, each with a par value of NOK 0.50. Top 20 shareholders & consolidated nominee accounts Shares held % of total shares Euroclear Ban | 22.059.015 12,11% GENIPABU INVESTMENTS LLC 21.275.320 11,68% Integra Oil and Gas S.A 11.338.492 6,22% SIX SIS AG 9.852.702 5,41% Pershing LLC 7.375.695 4,05% Credit Suisse (Switzerland) Ltd. 6.473.586 3,55% MEYERLØKKA AS 4.750.000 2,61% Nordnet Bank AB 3.807.820 2,09% MP PENSJON PK 3.646.909 2,00% UBS Switzerland AG 3.302.837 1,81% International Capital Markets Grou 3.221.698 1,77% TOSKA 2.125.000 1,17% J&J INVESTMENT AS 2.000.000 1,10% RISTAN 1.687.380 0,93% NORDNET LIVSFORSIKRING AS 1.624.432 0,89% SVENDSEN 1.223.332 0,67% REINERTSEN 1.116.666 0,61% MILTON 1.091.000 0,60% Saxo Bank A/S 1.085.801 0,60% Danske Bank A/S 1.061.398 0,58% 110.119.083 60,45% 72.043.046 39,55% 182.162.129 100,00% Total 20 largest shareholders Other Total As of December 2021 Company
76 25. EARNINGS PER SHARE Basic Basic earnings per share are calculated by dividing the profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period. Diluted Diluted earnings per share are calculated by dividing the profit/(loss) for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares (conversion rights) into ordinary shares. When total comprehensive income is negative, the dilutive instruments described above will have an antidilutive effect when calculating dilutive earnings per share. This antidilutive effect will not be considered when presenting dilutive earnings per share. For the year ended 31 December 2021 2020 -1.463 -13.794 182.162 157.114 -0,01 -0,09 -1.463 -13.794 182.162 157.114 -0,01 -0,09 Weighted average ordinary shares in issue (thousands) Basic earnings per share (USD per share) - continuing operations Amounts in USD 000 (loss)/profit attributable to owners of company Weighted average ordinary shares in issue (thousands) Basic earnings per share (USD per share) - total (loss)/profit attributable to owners of company 2021 2020 -1.463 -13.794 -1.463 -13.794 182.162 157.114 - 182.162 157.114 1,11 0,98 -0,01 -0,09 Amounts in USD 000 (loss)/profit attributable to owners of the company (loss)/profit used to determine diluted eps Weighted average ordinaty shares in issue (thousands) Adjustment for subscription rights-share options Weighted average ordinary shares for diluted eps (thousands) Calculated diluted earnings per share (USD per share) Presented diluted earnings per share (USD per share) - total
77 26. BORROWINGS The maturity of the Group’s borrowings,included interest is as follows: The terms and conditions of outstanding loans are summarized as follows: Bond loan USD 32 million / USD 24.3 million The Group issued a 5 year Senior Secured bond loan with a total loan amount of USD 32 million on 22 January 2021 2020 23.714 22.778 1.086 2.153 24.800 24.931 2.230 1.609 Amounts in USD 000 Period ended 31 December Total bond loan Total bank loan Total borrowings Of which, current portion 2021 2020 2.230 1.609 2.185 3.747 26.186 19.575 - 30.601 24.931 Amounts in USD 000 0-12 months Between 1 and 2 years Between 2 and 5 years Total borrowings Over 5 years Interest rate Maturity 2021 2020 7,50% Janu 2026 22.075 21.351 - IBR + 4,5% Nov. 2024 423 1.546 IBR + 5,5% apr 2024 72 425 22.570 23.322 1.639 1.427 - - 456 - 135 182 - 2.230 1.609 24.800 24.931 Amounts in USD 000 Non current: Bond loan USD 24.3 million Banco de Occidente USD 1,529 million Banco de Occidente lease-back USD 0,835 million Total non current borrowings: Current: Bond loan USD 24.3 million Banco de Occidente USD 1,373 million Banco de Occidente USD 0,229 million Banco de Occidente lease-back USD 0,835 million Bancolombia USD 0,137 million Total current interest-bearing liabilities Total borrowings
78 2015. On December 30th 2019, the bondholder’s approved the proposal for debt to equity conversion and maturity extension. As a result, and after the shareholders approved the terms on January 16th, maturity has been extended 6 years until January 2026 and 35% of the outstanding bonds were converted into equity. The bond loan shall be repaid at the final maturity date at 100 % of par value, plus accrued and unpaid interest. The issuer may redeem the bonds in whole or in part at 105 % of face value plus accrued unpaid interest on the redeemed amount. The bonds have a nominal value of USD 1, and carry a fixed rate interest of 7.50 % payable semi-annually in arrears. The Bond loan recognised in the statement of financial position is calculated as follows: Bond renegotiation. In December 2019, Interoil announced plans to strengthen its balance sheet through a debt-to-equity conversion. The plan was approved by bond holders on 30 December and by shareholders in an extraordinary general meeting on 16 January 2020. The approval rate was above 90% in both meetings. As part of this plan, 35 per cent of the bond loan outstanding principal amount plus its respective accrued interest were converted to equity, the maturity date for the remaining bonds were extended by six years to 2026 and interest rate fixed at 7.5%. On 17 January 2020, the conversion of the bonds was settled by issuing 56,193,478 new shares. These shares were distributed pro rata to the bond holders. On 20 January 2020, the share capital increase was registered with the Norwegian Register of Business Enterprises. After conversion, Interoil’s new share capital was NOK 76,533,986, divided into 153,067,972 shares, each with a par value of NOK 0.50. Banco de Occidente USD 1,529 million In November 2020, Interoil refinanced a total amount of USD 1.5 million with Banco Occidente. The new terms include a rate of IBR + 4.5% four-year repayment in six-months instalments after a one-year of grace period. Banco de Occidente lease-back USD 0.835 million Office lease back of USD835 made in June 2018 at the rate of IBR + 5.5% with maturity date in April 2024. 2021 24.333 -3.993 2.230 1.144 23.714 Amounts in USD 000 Bond loan at issue after coversion, 17 Janury 2020 Initial adjustment to fair value PIK interest Accrued interest Balance at 31 December 2021
79 The table below reconcile debt movements with cash flow statement 27. PROVISIONS FOR OTHER LIABILITIES AND CHARGES The table below show movements of provisions Bond Financial institutions Total 22.778 2.153 24.931 5.013 495 5.508 -495 -495 -2.030 -169 -2.199 1.946 1.946 -3.993 - -3.993 - -898 -898 23.714 1.086 24.800 Balance at 31 December 2020 Interest accrued Exchange effect Interest paid Bond conversion Fair value adjustment New loans Repayment Balance at 31 December 2021 2021 2020 5.623 4.999 1.918 1.460 8.164 6.459 1.092 845 Total provisions for other liabilities and charges Of which, current portion: Period ended 31 December Amounts in USD 000 Asset retirement obligations Other obligations 4.999 1.460 143 4.424 -1.787 -58 2.268 -3.908 5.623 1.918 Other obligations Utilizations Actualization As at December 31 2021 As at January 1 2021 Additions Asset retirement obligation
80 Asset retirement obligation is a liability for plugging, abandonment and decommissioning costs that are recognised since the Group should dismantle and remove facilities and restore the site on which it is located. The amount recognised is the present value of the estimated future expenditure determined under local conditions and requirements. The discount rate used for 2021 was 4,24% (2020: 4,87%). No values are expected to be executed during the next 12 months. Other long-term obligations are mostly related to the net present value of voluntary agreements regarding contributions to education for local communities. Other provisions and charges are related to the accounting of the association contract as outlined. 28. TRADE AND OTHER PAYABLES Deferred interest in relation to the bond loan is included in the bond liability, see note 26. 29. OTHER LONG-TERM PAYABLES 2.290 1.227 1.786 139 - 21 923 73 4.999 1.460 As at January 1 2020 Additions Utilizations Actualization As at December 31 2020 Asset retirement obligation Other obligations 2021 2020 3.738 3.412 266 84 901 65 1.301 1.931 6.206 5.492 For the year ended in December Trade creditors Public duties payable Debt to employees and shareholders Other accrued expenses Amounts in USD 000 Total trade and other payables 2021 2020 - 3.461 871 - 871 3.461 Amounts in USD 000 Other long term payables Total other long term payables For the year ended in December Legal claims (Tax administrative proceeding)
81 Other long-term payables correspond to the tax administrative proceedings qualified as a probable in 2020 related to the issue with DIAN. This situation was solved in 2021 (see note 16) and there is no tax open administrative proceeding. 30. COMMITMENTS AND CONTINGENCIES The Group is involved in various claims and litigation arising in the normal course of business. Since the outcomes of these matters are uncertain, there can be no assurance that such matters will be resolved in the Company’s favour. No provisions have been made for the legal disputes discussed in this note. For legal disputes, in which the Group assesses to be probable (more likely than not) that an economic outflow will be required to settle the obligations, provisions have been made based on management’s best estimate. The outcome of adverse decisions in any pending or threatened proceedings related to these and other matters could have a material impact on the Company’s financial position, results of operations or cash flows. Labour proceedings There are currently 2 labor processes ongoing and the amount requested by plaintiffs is estimated to USD 650.000 in total (including Carlos Guerrero lawsuit). Interoil makes a close supervision to these processes attending their legal development. In Carlos Guerrero process, Interoil has obtained favorable decisions at first and second instance. Class Action Suit The Environmental and Agricultural Judicial Attorney for Tolima involved ICEP, among others, for a crude oil spill from a Mana line, caused by a third party as sabotage. The judicial attorney is seeking for an environmental fine imposition against all the defendants. On March 17, 2021, the compliance continued, the Magistrate decree that there was no compliance agreement between parties, declaring as closed, that stage of the process. The next step will be the evidence hearing, there is no date confirm yet. The Colombian branch has the following contract obligations: Interoil has combined phases 1 and 2 of the exploratory program under the Altair license agreement, and is obligated to drill one exploratory well in the Altair license by end of February 2023. The assigned value is set at USD 3 million. LLA-47 is located in the prolific Llanos basin and covers an area of 447 km². Interoil has completed its obligation to acquire 350 km² of 3D seismic and to drill one exploration well. Interoil has combined phases 1 and 2 in the license agreement and is obligated to drill nine exploration wells before end of February , 2023. The assigned value of the commitment is USD 27 million. 31. SUBSEQUENT EVENTS • In January 2022, the ANH and the Company entered into an agreement for extension of the terms of the LLA- 47 contract for force majeure events. The ANH response for the extension of Altair terms is pending.
82 • Since end of December, most of the shut-in wells in Puli C were already on production, recovering a daily output of around 90 barrels of oil (bopd) and 220 barrels of oil equivalents per day (boepd) of gas. • In February, Fedmul started id field geochemical survey in LLA-47 and Altair. Once these field samples are collected , they will have to be lab study and Interoil expects the final results by the end of June 2022. • In January 2022 the Company timely paid interest on its Senior Secured Callable Bond Issue 2015/2026 (ISIN NO0010729908) for an amount of USD 978,492.83. • Effective April 7, the Company appointed Ricardo Romero as its General Manager. Mr. Romero continues to hold the position of CFO of Interoil to which he was appointed in July 2021. 32. COUNTRY-BY-COUNTRY REPORTING In line with regulatory developments in the European Union, the Norwegian government has introduced country-by-country reporting requirements for multinational companies operating in extractive industries. Activities in each country of operations are to be reported. The information includes investments, sales revenue, production volumes, purchase of goods and services and number of employees. In addition, all payments to governmental authorities. 33. OIL AND GAS RESERVES (UNAUDITED) The reserves have been estimated and classified according to the “Petroleum Resources Management System”, developed and approved in March 2007 jointly by the Society of Petroleum Engineers, World Petroleum Council, American Society of Petroleum Geologists and Society of Petroleum Evaluations Engineers, hereafter referred to as the “2007 PRMS“ and have been audited by the independent petroleum engineering firm of SGS Netherlands BV. 11.367 1.295 8.610 794 336 249 69 1.000 3.509 705 2.851 988 - - 57 - 26 17 12 734 61 64 12 - - 20 854 46 650 47 2 45 Royalties Contractual social contrbution Voluntary social contribution 2021 Argentina 2020 Colombia 2020 Argentina 2021 Colombia Salaries and social benefit Number of employees revenues investments purchase of goods and services Income taxes paid Indirect taxes paid Amounts in USD 000
83 Reserves For a full description of the “2007 PRMS”, please refer to the Society of Petroleum Engineers website: www.spe.org Aggregated equity oil and gas Reserves, Production, Developments and Adjustments Oil Gas TOTAL Oil Gas TOTAL 1P [MMbbl] (Bscf] [MMboe] [MMbbl] (Bscf] [MMboe] 0,70 3,88 1,39 0,45 2,72 0,93 0,05 0,04 0,06 0,03 0,03 0,04 0,08 0,00 0,08 0,06 0,00 0,06 0,82 3,93 1,52 0,54 2,75 1,03 1,50 5,44 2,47 1,00 3,81 1,68 Total 2P Total 1P reserves Gross Operated (100%) Equity after Roalty As of 31 December 2021 COLOMBIA 1P Developed producing reserves - DP 1P Developed non-producing reserves - DNP 1P non developed reserves - ND Oil Gas TOTAL Oil Gas TOTAL 1P [MMbbl] (Bscf] [MMboe] [MMbbl] (Bscf] [MMboe] 0,46 7,03 1,71 0,18 0,74 0,31 0,00 0,00 0,00 0,00 0,00 0,00 0,14 0,46 0,22 0,01 0,03 0,02 0,60 7,49 1,93 0,19 0,77 0,32 1,22 10,57 3,10 1,09 2,61 1,55 Total 1P reserves Total 2P ARGENTINA 1P Developed producing reserves - DP 1P Developed non-producing reserves - DNP 1P non developed reserves - ND Gross Operated (100%) Equity after Roalty Oil Gas TOTAL Oil Gas TOTAL 1P [MMbbl] (Bscf] [MMboe] [MMbbl] (Bscf] [MMboe] 1,08 2,65 1,55 0,76 1,85 1,09 0,17 1,03 0,35 0,13 0,72 0,26 0,00 0,00 0,00 0,06 0,00 0,06 1,25 3,68 1,91 0,95 2,57 1,41 2,18 5,94 3,24 1,54 4,16 2,28 As of 31 December 2020 Gross Operated (100%) Equity after Roalty COLOMBIA 1P Developed producing reserves - DP 1P Developed non-producing reserves - DNP 1P non developed reserves - ND Total 1P reserves Total 2P Oil Gas TOTAL Oil Gas TOTAL 1P [MMbbl] (Bscf] [MMboe] [MMbbl] (Bscf] [MMboe] 0,87 8,58 2,40 0,37 0,08 0,38 0,00 0,00 0,00 0,00 0,00 0,00 0,37 0,00 0,37 0,29 0,03 0,30 1,24 8,58 2,77 0,66 0,11 0,68 2,16 8,75 3,72 1,27 0,62 1,38 Gross Operated (100%) Equity after Roalty ARGENTINA 1P Developed producing reserves - DP 1P Developed non-producing reserves - DNP 1P non developed reserves - ND Total 1P reserves Total 2P Net after Royalty 1P Total 1P 2P Total 2P Crude oil (MMstb) Gas (MMstboe) Total (Mmstboe) Crude oil (MMstb) Gas (MMstboe) Total (Mmstboe) Reserves at 31.12.2020 0,955 0,538 1,493 1,682 0,804 2,486 Production 0,142 0,118 0,261 0,142 0,118 0,261 Acquisition 0,000 0,000 0,000 0,000 0,000 0,000 Revisions -0,389 -0,128 -0,518 -0,266 -0,033 -0,300 Total changes -0,25 -0,01 -0,26 -0,12 0,08 -0,04 Reserves at 31.12.2021 0,708 0,528 1,236 1,558 0,889 2,447 As of 31 December 2021
84 Notes Mmboe = million stock tank barrels of oil equivalent Gross Reserves are Operated Reserves Equity reserves: Colombia - Net after Royalty Working Interest varies per concession; reported percentages are averages Gas converted to oil equivalent based on 5610 scf equals 1 boe Numbers may not add up due to rounding Production and sales for the period 2021 2020 Production Working interest, oil (bbl) 163.987 156.438 Working interest, gas (boe) 132.199 198.814 Royalty -35.521 -39.973 260.665 315.279 Sale of oil in barrels Sale of oil, barrels WI 172.835 161.294 Oil royalties sold - 1.045 Total oil sold barrels 172.835 162.339 Sale of gas (boe) Sale of gas (boe), WI 130.372 121.699 Gas royalties sold - 7.072 Total gas sold barrels (boe) 130.372 128.771 Total working interest barrels sold 303.207 291.110 Production and sales in barrels
85 INTEROIL EXPLORATION AND PRODUCTION ASA FINANCIAL STATEMENTS 31 DECEMBER 2021
86 STATEMENT OF COMPRENHENSIVE INCOME Notes 2021 2020 4 513 309 513 309 5 -570 -533 - -34.768 -570 -35.301 6 1.403 2.300 6 -2.314 -3.530 -911 -1.230 -968 -36.222 - - -968 -36.222 - - -968 -36.222 Attributable to: -968 -36.222 Retained earnings Other comprehensive income for the year, net of tax Total comprehensive income for the year, net of tax Amounts in USD 000, unless otherwise stated For the year ended 31 December Sales Gross profit Administrative expense Impairment Result from operating activities Finance income Finance costs Net finance (cost)/income (loss)/profit before income tax Income tax expense (loss)/profit from continuing operations Other comprehensive income
87 STATEMENT OF FINANCIAL POSITION Notes 2021 2020 7 25.285 25.285 9-10 515 - - 742 25.799 26.027 8 752 9 11 2 1 11 3.106 38 3.860 48 29.659 26.075 12 163.685 160.145 5.882 5.882 -165.662 -164.694 3.905 1.333 13-10 23.714 21.351 23.714 21.351 - 1.427 3 1.640 1.564 400 400 2.040 3.391 25.754 24.742 29.659 26.075 total liabilities Total equity and liabilities Current liabilities Borrowings Trade and other payables Provisions Total current liabilities Total equity Liabilities Non-current liabilities Borrowings Amounts in USD 000 As of 31 December Assets Non-current assets Investments in subsidiaries Intercompany receivables Other non-current assets Total non-current assets Current assets Trade and other receivables Cash and cash equivalents, restricted Cash and cash equivalents, non restricted Total non-current liabilities Total current assets Equity Share capital and share premium Other paid-in equity Retained earnings Total assets
88 Oslo, 27th April, 2022 The Board of Interoil Exploration and Production ASA. Hugo Quevedo Nicolas Acuña Ricardo Romero Chairman Board Member General Manager (signed) (signed) (signed) Isabel Valado Ramudo German Ranftl Laura Marmol Carmela Saccomanno Board Member Board Member Board Member Board Member (signed) (signed) (signed) (signed)
89 STATEMENT OF CHANGES IN EQUITY Other paid-in equity – consist of subscription rights in addition to the difference between the fair value and the book value of the converted shares in the bond conversion. 142.095 5.882 -128.472 19.505 18.050 18.050 -36.222 -36.222 160.145 5.882 -164.694 1.333 3.540 3.540 -968 -968 163.685 5.882 -165.662 3.905 Other paid- in equity Retained earnings Total equity Balance at December 2019 Capital increase Amounts in USD 000 Sharecapital and share premium Loss of the year Balance at December 2020 Capital increase Loss of the year Balance at December 2021
90 CASH FLOW STATEMENT 2021 2020 -968 -36.222 -1.367 -1.353 Other finance cost/(income) -36 -5 Interest expense and amortization 2.314 2.588 Impairment - 34.768 515 1.143 Trade and other receivables -742 4 Trade and other payables 1.011 -55 726 868 742 -162 - - 742 -162 -1.940 -701 3.540 - 1.600 -701 3.068 5 38 33 3.106 38 Cashflow from financing activities Interest paid Other finance Net cash generated from financing activities Net decrease in cash and cash equivalents Non restricted cash and cash equivalents at the beginning of the year Non restricted cash and cash equivalents at the end of the year Net cash generated from activities Changes in net working capital Intercompany accounts Net cash used in operating activities Cashflow from investing activities Investment in subsidiaries Amounts in USD 000 For the year ended 31 December Cash generated from operations (Loss)/Profit for the year Interest income Net movement in restricted cash and other non-current
91 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements for Interoil Exploration and Production ASA (the “Company”) are prepared in accordance with simplified IFRS according to the Norwegian Act relating to Annual Accounts § 3-9. This mainly implies that recognition and measurements in the financial statements are in accordance with IFRS, while the notes disclosures are presented in accordance with the Norwegian Accounting Act. The Company’s accounting policies are specified in Group note 2 (consolidated financial statements). These financial statements are presented in USD, which is the Company’s functional currency, and rounded up to thousands (1 000). Shares in subsidiaries are recorded in accordance with the cost method in the parent company accounts. The investments are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 2. GOING CONCERN The financial statements in the 2021 Annual Report have been prepared under the going concern assumption in accordance with the Norwegian Accounting Act § 3-3and the Board of Directors hereby confirms that this assumption is valid. The income for 2022 will have many vectors related to the activities that the company has programmed for their different fields and others bound with the current crisis between Russia and Ukraine which is affecting prices and areas of interest. At this stage, the Board are confident that the ongoing operations will have a positive outcome in Y2022 and ahead. 3. FINANCIAL RISK MANAGEMENT The Company’s activities are exposed to a variety of financial risks: market risk (including currency risk, price risk and interest rate risk), credit risk and liquidity risk. See Group note 3 for more information regarding Financial Risk Management. The table below sum up the maturity profile of the Company’s financial liabilities at 31 December 2020 based on contractual undiscounted payments.
92 As the amounts included in the above table are the contractual undiscounted cash flows, these amounts will not reconcile to the amounts disclosed on the statement of financial position for borrowings which is recorded at a mortised cost. The specific time buckets presented are not mandated by the standard but are based on choice by management. 4. SALES 5. ADMINISTRATIVE EXPENSES External audit remuneration to PwC Norway Less than 1 year Between 1 and 2 years Between 2 and 5 years Total 1.639 1.196 20.879 23.714 Trade and other payables 1.640 1.640 Less than 1 year Between 1 and 2 years Between 2 and 5 years Total 1.019 1.951 24.001 26.971 Trade and other payables 1.564 1.564 For the year ended 31 December 2021 Borrowings including interest For the year ended 31 December 2020 Borrowings including interest 2021 2020 513 309 513 309 For the year ended 31 December Amounts in USD 000 Management fee Total Sales 2021 2020 142 32 312 414 117 87 570 533 Employee benefit expenses Professional fees General administration expenses Total administrative expenses For the year ended 31 December Amounts in USD 000 Audit Fee Other non-assurance services Total 101 48 149 66 60 126 Year 2021 Year 2020 Amounts in USD 000
93 6. FINANCE INCOME AND COST 7. SUBSIDIARIES Shares invested in UP Colombia Holding AS with a total book value of USD 25,2 million (2019: 25,2 million) have been pledged as security for the interest-bearing borrowings, see note 13 and Group note 26, no impairment charges were recognised. 2021 2020 1.367 1.353 36 52 0 895 1.403 2.300 2.030 3.386 218 59 67 85 2.314 3.530 -911 -1.230 For the year ended 31 December Amounts in USD 000 Interest income, intercompany loan Exchange rate gain, unrealized items Other financial income Total financial income Interest expenses Exchange rate loss, unrealized items Other financial expenses Total financial expenses Net finance (expense)/income Norway 1 NOK 100 5 -2 21 Norway 1 NOK 900 23.147 -574 25.257 Norway 1 NOK 30 1 -1 3 Norway 1 NOK 30 1 -2 4 23.154 -579 25.285 Book Value 2021 Book value 2021 Interoil Perú Holding AS Up Colomia Holding AS Interoil Argentina AS Registered business address Interest and voting rightsheld Company's share capital (in 1000) Period ended 31 December 2021 Amounts in USD 000 Interoil Drilling Services AS Total book value Company's equity in USD (in 1000)
94 8. TRADE AND OTHER RECEIVABLES In other receivable is included a receivable against Artic Securities and Magnus Capital. (Prepaid costs Arctic Securities and Bond Call Option Magnus Capital). 9. INTERCOMPANY RECEIVABLES Non-current intercompany receivables 2021 2020 746 0 6 9 752 9 VAT receivables Total trade and other receivables Other Receivables Period ended 31 December Amounts in USD 000 Current: 2021 2020 129 1.883 375 18.883 3 -3 3 2 3 14.002 515 34.767 0 -34.767 515 0 Period ended 31 December Amounts in USD 000 Interoil Colombia Exploration and Production In UP Colombia Holding AS Interoil Perú Holding AS Interoil Drilling Services AS Interoil Argentina AS Non-current intercompany receivables Impairment Total non-current intercompany receivables
95 Intercompany interest and management fee As of 31 December 2021, intercompany receivables were tested for impairment. The Group considers the relationship between its recoverable amount and its book value, among other factors, when reviewing for indicators of impairment. An impairment charges were recognised at year end 2021. 10. FINANCIAL INSTRUMENTS Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3: Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. The bond loan is included in level 2, the rest of assets and liabilities are included in level 3. 2021 2020 Interoil UP Colombia Holding AS 1.367 1.352 Interoil Colombia Exploration and Production 0 309 1.367 1.661 Total net management fee and interest Amounts in USD 000 Period ended 31 December 515 515 515 0 0 0 3.108 3.108 3.108 3.623 3.623 3.623 20.976 26.068 22.075 1.639 1.639 1.639 22.615 27.707 23.714 Cash and cash equivalents Total financial assets Non-current: Bond loan Current: Bond loan Total financial liabilities Period ended 31 December 2021 notes Assets and liabilities at amortized cost Total carrying amount Fair Value Amounts in USD 000 Non-current: Intercompany receivables Current:
96 During the reporting period ending 31 December 2021, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers in and out of Level 3 fair value measurements. The carrying number of intercompany receivables, trade and other receivables approximate their fair value. The carrying amount of trade and other payable is considered to approximate their fair value. The carrying amount of the current interest-bearing liabilities approximates the fair value. The fair value of the other non-current interest-bearing liabilities equals their carrying amount. The fair value of the bond loan has been calculated using the discounted cash flow method. The cost of capital is set to the interest rate for a similar bond with similar security in the market, 12%. 11. CASH AND CASH EQUIVALENTS The restricted bank deposits are mostly placed as collateral for deposit for rent and withheld employee taxes. 12. PAID IN CAPITAL Total number of issued and authorized shares as of 31 December 2021 amounts to 182.162 thousand shares. 2021 2020 229 1 2.879 38 3.108 39 2 1 Non restricted cash 3.106 38 Bank deposits classified as restricted Period ended 31 December Amounts in USD 000 Bank deposits denominated in USD Bank deposits denominated in NOK Total cash and cash equivalents 64.690 4.704 124.431 129.135 22.222 9.100 - 9.100 7.354 2.851 - 2.851 2.608 1.009 - 1.009 56.193 17.050 - 17.050 4.046 1.000 - 1.000 7.266 1.123 1.123 17.784 2.418 2.418 182.162 39.255 124.431 163.686 At 31 December 2021 Conversion of bonds to equity 16.01.2020 Increase ARG Asset acquisition 02.04.20 Increase ARG Asset acquisition 12.06.19 Increase ARG Asset acquisition 19.07.19 Increase Fedmul debt conversion 28.10.19 Number of shares (1000) Share Capital Share Premium Total At 31 December 2018 Amounts in USD 000 Cash injection to equity 26.03.21 Cash injection to equity 20.04.21
97 For specifications of capital movements and of top 20 shareholders, see Group note 26 13. BORROWINGS The maturity of the Company’s borrowings Included interest is as follows: Bond loan USD 32 million / USD 24.3 million The Group issued a 5 year Senior Secured bond loan with a total loan amount of USD 32 million on 22 January 2015. On December 30th 2019, the bondholder’s approved the proposal for debt to equity conversion and maturity extension. As a result, and after the shareholders approved the terms on January 16th, maturity has been extended 6 years until January 2026 and 35% of the outstanding bonds were converted into equity. The bond loan shall be repaid at the final maturity date at 100 % of par value, plus accrued and unpaid interest. The issuer may redeem the bonds in whole or in part at 105 % of face value plus accrued unpaid interest on the redeemed amount. The bonds have a nominal value of USD 1, and carry a fixed rate interest of 7.50 % payable semi-annually in arrears. 2021 2020 1.639 1.427 1.639 3.056 26.093 18.295 29.371 22.778 Period ended 31 December Amounts in USD 000 0-12 months Between 1 and 2 years Between 2 and 5 years Over 5 years Total borrowings 2021 2020 23.714 22.778 23.714 22.778 1.639 1.427 Total borrowings Of which, current portion Period ended 31 December Amounts in USD 000 Bond loan denominated in USD
98 The Bond loan recognized in the statement of financial position is calculated as follows: Bond renegotiation. In December 2019, Interoil announced plans to strengthen its balance sheet through a debt-to-equity conversion. The plan was approved by bond holders on 30 December and by shareholders in an extraordinary general meeting on 16 January 2020. The approval rate was above 90% in both meetings. As part of this plan, 35 per cent of the bond loan outstanding principal amount plus its respective accrued interest were converted to equity, the maturity date for the remaining bonds were extended by six years to 2026 and interest rate fixed at 7.5%. On 17 January 2020, the conversion of the bonds was settled by issuing 56,193,478 new shares. These shares were distributed pro rata to the bond holders. On 20 January 2020, the share capital increase was registered with the Norwegian Register of Business Enterprises. After conversion, Interoil’s new share capital was NOK 76,533,986, divided into 153,067,972 shares, each with a par value of NOK 0.50. For more details, see Group note 27. 14. SUBSEQUENT EVENTS On 20 th February, Russia decided to invade Ukraine with this event the oil price climbed from USD 78 per barrel at the end of December 2021 at USD 98 per barrel on February. All the projections had to be revised and recalculated. The company, as the same the rest of the player of this activity, is constant contact with experts to make a closely follow-up and to perform proper and profitable businesses. For Interoil the situation represent an increased in revenues with the consequence effect in EBITDA mainly for Colombia. 2021 24.333 -3.993 1.639 1.735 23.714 Amounts in USD 000 Bond loan at issue after conversion, 17 January 2020 Initial adjustment to fair value PIK interest Accrued interest Balance at December 2021
99 INDEPENDENTS AUDITOR REPORT
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105 CONTACT c/o Advokatfirmaet Schjødt AS Ruseløkkveien 14 0251 Oslo, Norway T +47 6751 8650 F +47 6751 8660 info@interoil.no ir@interoil.no