Northwire Canada EditionSunday, July 12, 2026
Northwire
GLDN 0.055 +0.0% BRON 0.040 +0.0% BTO 5.43 −0.7% ESK 0.365 −2.7% AUMN 0.275 +0.0% GGX 0.040 +0.0% S 0.155 +29.2% NNX 0.035 +0.0% ABX 51.90 −0.6% TTS 2.40 −4.0% FCI 0.400 −9.1% GR 0.075 +0.0% AII 23.38 +12.4% TUNG 1.72 +1.8% LGO 1.01 −2.9% EMM 0.080 +0.0% GLDN 0.055 +0.0% BRON 0.040 +0.0% BTO 5.43 −0.7% ESK 0.365 −2.7% AUMN 0.275 +0.0% GGX 0.040 +0.0% S 0.155 +29.2% NNX 0.035 +0.0% ABX 51.90 −0.6% TTS 2.40 −4.0% FCI 0.400 −9.1% GR 0.075 +0.0% AII 23.38 +12.4% TUNG 1.72 +1.8% LGO 1.01 −2.9% EMM 0.080 +0.0%

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Original News Release

SEDAR Interim Financial Statements

NEW STRATUS ENERGY INC. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 NEW STRATUS ENERGY INC. Table of Contents Page 3 Management’s Responsibility for Interim Condensed Consolidated Unaudited Financial Statements Page 4 Consolidated Statements of Financial Position Page 5 Consolidated Statements of Operations and Comprehensive Loss Page 6 Consolidated Statements of Changes in Equity Page 7 Consolidated Statements of Cash Flows Pages 8-21 Notes to the Consolidated Financial Statements Management’s Responsibility for the Interim Condensed Consolidated Unaudited Financial Statements The accompanying Condensed Consolidated Interim unaudited financial statements of New Stratus Energy Inc. Inc. (the "Company") are the responsibility of the Board of Directors. These Condensed Consolidated Interim unaudited financial statements have been prepared by management on behalf of the Board of Directors based on the accounting policies disclosed in the notes to the financial statements. Where necessary, management has made informed judgments and estimates in accounting for incomplete transactions at the end of the reporting period. In the opinion of management, the financial statements have been prepared within acceptable limits of materiality. They are by International Financial Reporting Standards issued by the International Accounting Standards Board. Management has established processes which are in place to provide it with sufficient knowledge to support management representations that it has exercised reasonable diligence that (i) financial statements do not contain any untrue statement of a material fact or omit to state a material fact required to be stated, or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of, and for the periods presented by, the financial statements and (ii) the financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented by the Condensed Consolidated Interim unaudited financial statements. The Board of Directors is responsible for reviewing and approving the company's Condensed Consolidated Interim unaudited financial statements and other financial information and ensuring management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process, financial statements, and other company financial information. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the company's financial statements and other financial details for issuance to the shareholders. Management recognizes its responsibility to conduct the Company’s affairs in compliance with established financial standards and applicable laws and regulations and to maintain proper standards of conduct for its activities. (signed) (signed) Jose Francisco Arata Mario A. Miranda Chief Executive Officer Chief Financial Officer Toronto, Canada, November 28, 2025 Notice of Disclosure of Non-auditor Review of Condensed Interim Financial Statements Under National Instrument 51-102, Part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators, if an auditor has not reviewed the un --- audited condensed interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed them. The accompanying unaudited condensed interim financial statements of the Company for the interim Periods ended September 30, 2025, and 2024 have been prepared by International Financial Reporting Standards (“IFRS”) accounting principles and are the responsibility of the Company’s management. The Company’s independent auditors, BDO, have not reviewed these condensed interim financial statements, following the standards established by the Chartered Professional Accountants of Canada for reviewing financial statements by an entity’s auditor. 4 NEW STRATUS ENERGY INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited: in Canadian dollars) t September 30, December 31, Note 2025 2024 ASS ETS Current assets Cash and cash equivalents $ 798,781 $ 749,180 Restricted cash 5 10,000 100,000 Other receivables 6 6,541,738 6,858,824 Recoverable taxes 7 611,121 584,060 Prepaid and advance payments 115,611 21,478 8,077,251 8,313,542 Non-current assets Property, plant, and equipment 8 126,790 574,436 Investments in joint venture and loan commitment 9 62,018,200 61,706,854 Other Assets 264,326 - 62,409,316 62,281,290 Total assets $ 70,486,567 $ 70,594,832 LIABILITIES AND (DEFICIT) EQUITY Current liabilities Trade and other payables 11 a $ 9,982,988 $ 4,801,609 Loan commitment 11 b 41,763,000 40,003,230 Taxes payable 1,012,887 1,080,899 Employee benefit obligation 12 307,270 313,519 Defined benefit obligations 13 - 263,162 Asset retirement obligation 14 - 12,261 Subscription receipts 355,017 - 53,421,162 46,474,680 Non-current liabilities Other payables 28,676 - Other liabilities 15 29,953,927 28,981,443 Total non-current liabilities 29,982,603 75,456,123 Total liabilities 83,403,765 75,456,123 Shareholders’ (deficit) equity Share capital 16 36,960,133 36,932,501 Contributed surplus 16 5,028,136 5,050,968 Cumulative translation adjustment 906,953 (130,236) Deficit (55,812,420) (46,714,524) Total (deficit) (12,917,198) (4,861,291) Total liabilities and (deficit) equity $ 70,486,567 $ 70,594,832 Commitments and Contingencies (Note 25) Approved by the Board of Directors See accompanying notes to the Consolidated Financial Statements. NEW STRATUS ENERGY INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) (Unaudited: in Canadian dollars) 5 Three months Nine months Periods ended September 30, Notes 2025 2024 2025 2024 General and administrative 17 $ (1,537,255) $ (3,193,490) $ (5,600,133) $ (12,057,178) Income from investments in Joint Venture 9 328,478 1,310,727 1,106,946 5,612,229 Stock-based compensation - (494,185) - (494,185) Foreign exchange loss (gain) (612,250) (397,273) 335,744 (189,480) Other income 19 56,459 206,548 320,025 819,755 Operating loss from operations (1,764,568) (2,567,673) (3,837,418) (6,308,859) Financial cost, net 18 (654,608) (752,222) (2,123,713) (1,811,382) Accretion expenses on the loan commitment 11b - 1,202,860 (3,129,663) 1,202,860 Net loss before income taxes from operations (2,419,176) (2,117,035) (9,090,794) (6,917,381) Income tax expense - - (7,102) - Net loss (2,419,176) (2,117,035) (9,097,896) (6,917,381) Other comprehensive loss: Items that may be subsequently reclassified to profit or loss Exchange differences in translation of the companies' subsidiaries. (617,731) 314,433 1,037,189 357,235 Net loss and comprehensive loss $ (3,036, --- 907) $ (1,802,602) $ (8,060,707) $ (6,560,146) Net loss before per share Basic 20 $ (0.02) $ (0.02) $ (0.07) $ (0.05) Diluted 20 $ (0.02) $ (0.02) $ (0.07) $ (0.05) See accompanying notes to the Consolidated Financial Statements. NEW STRATUS ENERGY INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN (DEFICIT) EQUITY (Unaudited: in Canadian dollars) 6 For the nine months ended September 30, Notes 2025 2024 Share capital Balance, beginning of the period 16 $ 36, 932,501 $ 31,828,122 Options exercise 16 27,632 - Shares repurchase - (99,111) Warrants exercise 16 - 5,163,106 Balance, end of the period 36, 960,133 36,892,117 Warrants Balance, beginning of the period - 1,142,388 Fair value of warrants exercised 16 - (892,436) Warrants expired - (249,952) Balance, end of the period - - Contributed surplus Balance, beginning of the period 5,050,968 4,316,215 Options exercise 16 (22,832) - Stock based compensation - 494,185 Warrants expired - 249,952 Balance, end of the period 5,028,136 5,060,352 Cumulative translation adjustment Balance, beginning of the period (130,236) (177,408) Translation reserve 1,037,189 357,236 Balance, end of the period 906,953 179,828 Accumulated deficit Balance, beginning of the period (46,714,524) (15,049,546) Net loss for the period (9,097,896) (6,917,381) Balance, end of the period (55,812,420) (21,966,927) Total shareholders' deficit $ (12,917,198) $ 20,165,370 See accompanying notes to the Consolidated Financial Statements. 7 NEW STRATUS ENERGY INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited: in Canadian dollars) For the nine months ended September 30, Notes 2025 2024 Net loss $ (9,097,896) $ (6,917,381) Adjustment for non-cash items: Depletion and depreciation 8 291,884 299,192 Income from investments in joint venture 9 (1,106,946) (5,612,229) Foreign currency exchange 335,744 (189,480) Accretion on loan commitment 11b 3,129,663 (1,202,860) Stock based compensation - 494,185) Payments of defined benefit obligations 13 (244,778) (125,434) Payments of employee benefit obligations (275,538) (407,350) Payments of asset retirement obligation 16 (11,626) (62,008) Tax credit refund 6 - 6,321,175 Net change in non-cash working capital items 24 7,576,484 (4,246,426) Cash used in operating activities 596,991 (11,648,616) Investing activities Consideration paid on investment in joint ventures OPS 9 - (23,160,249) Consideration paid on Investment in Joint ventures DOOG - (3,400.517) Purchase of property, plant, and equipment 8 (111,842) (41,308) Cash used in investing activities (111,842) (26,602,074) Financing activities Subscription receipts 355,017 - Options exercised 4,800 Share repurchase - (99,111) Warrants exercised 16 - 4,270,670 Cash provided by financing activities 359,817 4,171,559 Net change in cash and restricted cash 844,966 (34,079,131) Impact of foreign exchange on foreign currency-denominated cash balance (885,365) 672,507 Cash and restricted cash, beginning of the period 849,180 33,624,812 Cash and restricted cash, end of the period $ 808,781 $ 218,188 See accompanying notes to the Consolidated Financial Statements. NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 8 NOTE 1 – REPORTING ENTITY New Stratus Energy Inc. ("New Stratus" or the "Company" or the “Corporation”) is a publicly traded company domiciled in Cana --- da. The Company was incorporated on April 12, 2015, under the Business Corporations Act (Alberta). The Company's registered office is 1500, 850 2nd Street S.W., Calgary, Alberta, Canada. The Company’s operations involve the acquisition, exploration, and development of oil and gas properties and, between January 14 and December 31, 2022, the operation and production of oil and gas deposits. These operations are subject to risks and challenges like those of companies in a comparable stage. These risks include but are not limited to, the challenges of securing adequate capital; exploration, development and operational risks inherent in the oil and gas industry; changes in government policies and regulations; the ability to obtain the necessary environmental permitting; challenges in profitable production or, New Stratus’ ability to dispose of its interest on an advantageous basis; as well as global economic and commodity price volatility; all of which are uncertain. NOTE 2 - BASIS OF PREPARATION Statement of Compliance These condensed consolidated interim financial statements, as approved by the Company's Board of Directors on November 28, 2025, have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Certain disclosures required by IFRS have been condensed or omitted in the following note disclosures or are disclosed or have been disclosed on an annual basis only. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2024, and 2023 (“annual financial statements”), which have been prepared in accordance with IFRS as issued by the IASB. The financial statements have been prepared under the historical cost basis, except for certain financial assets and liabilities which are measured at fair value and are presented in U.S. dollars. They have been prepared on a going concern basis assuming that the Company will be able to realize its assets and discharge its liabilities in the normal course of business as they come due for the foreseeable future. The ability of the Company to continue as a going concern is dependent on management’s ability to secure additional sources of funding through equity issuance, debt arrangements, or asset sales and to generate sufficient cash flow from its current investments. While management is actively pursuing such financing arrangements and has taken measures to preserve liquidity, there can be no assurance these efforts will be successful or sufficient to meet the Company’s short-term obligations and capital commitments. These material uncertainties cast significant doubt upon the Company’s ability to continue as a going concern. The consolidated financial statements do not reflect the adjustments that would be necessary if the going concern assumption were inappropriate, such as the realization of assets and settlement of liabilities in amounts other than those reported. Such adjustments could be material NOTE 3 – SUMMARY OF MATERIAL ACCOUNTING POLICIES Consolidation The material accounting policies are the same as those applied in preparing the annual financial statements for the year ended December 31, 2024. Details regarding the Company and its principal subsidiar --- ies as of September 30, 2025, are as follows: Entity Property /function Registered Interest as at September 30, 2025 and 2024 Functional currency New Stratus Energy Inc. Corporate Canada CA Petrolia Ecuador S.A.(Spain) Ecuador Operator Blok16 and Blok 67 Spain 100% USD New Stratus Latin America S.A. Technical Assistance Colombia 100% USD Operadora NSE Mexico S.A. Soledad Project Spain 100% EUR Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Accounting policies of subsidiaries have been aligned, where necessary, to ensure consistency with the policies adopted by the Company. NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 9 New accounting standards issued but not effective IFRS 18 – Presentation and Disclosure in Financial Statements The IASB issued IFRS 18, Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1, Presentation of Financial Statements. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The extent of the impact of the adoption of this standard is currently under evaluation. NOTE 4 – SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS Judgments, estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The significant judgments, estimates and assumptions made by management in applying the Company’s accounting policies are the same as those that applied to the consolidated financial statements for the years ending December 31, 2024, and 2023. NOTE 5 – RESTRICTED CASH September 30, 2025 December 31, 2024 GIC - One year cashable 10,000 100,000 $ 10,000 $ 100,000 As of September 30, 2025 and December 31, 2024, restricted cash balance of $0.01 million and $0.1 million, respectively, corresponds to a deposit on corporate credit card. NOTE 6 – OTHER RECEIVABLES September 30, 2025 December 31, 2024 Other receivables $ 6,541,738 $ 6,858,824 $ 6,541,738 $ 6,858,824 As of September 30, 2025, other receivables include $6.5 million (US$4.7 million) related to compensation receivable from the Government of Ecuador. This amount pertains to a claim recognized in favor of the Company in connection with tax changes enacted during the term of the Service Contracts, which concluded on December 31, 2022. Pursuant to the tax stabilization clause included in the Service Contracts, the Company is protected against the adverse economic impact of new taxes or regulatory changes introduced during the contract period. Following the introduction of new tax measures by the Government of Ecuador during the execution of these contracts, the Company filed for compensation, which was formally recognized in 2024. Under the terms of the compensation agreement, settlement will be made through payment in kind, specifically in the form of crude oil. NOTE 7 – RECOVERABLE TAXES September 30, 2025 December 31, 2024 Tax credits $ 611,121 $ 584,060 $ 611,121 $ 584,060 (1) As of September 30, 2025, recoverable taxes include $0.3 million on Income Tax Withheld by the Government of Ecuador and $0.3 million related to tax credits in Colombia. NEW STRATUS E --- NERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 10 NOTE 8 – PROPERTY, PLANT AND EQUIPMENT Property, plant, and equipment includes the Company’s Oil and Gas production investments such as machinery, processing facilities, equipment, vehicles, office equipment, and furnishings, among other things: Oil and gas production Other Cost investments Assets Total Balance on December 31, 2023 $ 29,423,598 $ 1,258,048 $ 30,681,646 Additions - 342,099 342,099 Derecognition (29,423,598) - (29,423,598) Effect of change in exchange rates - 50,493 50,493 Balance on December 31, 2024 $ - $ 1,650,640 $ 1,650,640 Additions - 111,842 111,842 Disposal (266,480) (266,480) Effect of change in exchange rates - (21,447) (21,447) Balance on September 30, 2025 $ - $ 1,474,555 $ 1,474,555 Accumulated depletion and depreciation Balance on December 31, 2023 $ (29,423,598) $ (628,742) $ (30,052,340) Depletion and depreciation - (402,764) (402,764) Derecognition 29,423,598 - 29,423,598 Effect of change in exchange rates - (44,698) (44,698) Balance on December 31, 2024 $ - $ (1,076,204) $ (1,076,204) Depletion and depreciation - (291,885) (291,885) Effect of change in exchange rates - 20,324 20,324 Balance on September 30, 2025 $ - $ (1,347,765) $ (1,347,765) Carrying amounts as at: December 31, 2024 $ - $ 574,436 $ 574,436 September 30, 2025 $ - $ 126,790 $ 126,790 As of December 31, 2022, when the Service Contracts in Ecuador were terminated, all the oil and gas production investments were fully depleted and depreciated, except for Other Assets representing information systems that remained with the Company. As a result, no depleted and depreciated assets are to be assessed for impairment on either September 30, 2025 or December 31, 2024. NOTE 9 – INVESTMENT IN JOINT VENTURE The following table summarizes the Company’s investment in Operaciones Petroleras Soledad S. de R.L. de C.V. Total Balances on December 31, 2024 $ 26,125,279 Company’s share of the income from the joint venture 1,106,946 Effect of change in exchange rates (795,600) Investment in Joint venture on September 30, 2025 $ 26,436,625 Investment Loan Commitment (Note 11b) 35,581,575 Total Investment in Joint venture and loan commitment, September 30, 2025 $ 62,018,200 Operaciones Petroleras Soledad S. de R.L. de C.V. On May 14, 2024, NSE entered into definitive agreements (the “Definitive Agreements”) with an arm’s-length vendor for the acquisition of an initial 49% equity interest in Operaciones Petroleras Soledad S. de R.L. de C.V. (“OPS”), a private Mexican oil & gas company, with the exclusive right for New Stratus to negotiate the purchase of up to an additional 41% of the equity interest in OPS, as described in further detail below (the “Acquisition”). OPS is the third-party contractor and operator of a hydrocarbons production contract awarded by Pemex Exploracion y Produccion, S.A. de C.V. (“PEP”), a subsidiary of Petroleos Mexicanos (“PEMEX”) the Mexican national oil company, on the Soledad block (“Soledad NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 11 Block”) located in the State of Veracruz in eastern Mexico (the “O&G Contract”). The acquisition of OPS has been structured into two --- tranches. The first tranche, which closed on September 27, 2024, involved the purchase by New Stratus of an initial 49% equity interest in OPS. As consideration for this tranche, New Stratus (i) paid the vendor a fixed amount of US$2 million at closing; (ii) committed to fund capital and, in certain cases, operational expenditures for OPS over the next two years under the O&G Contract, totaling US$15 million for the first year (fully funded as of September 30, 2025) and US$30 million for the next year (the “Commitment”) (Note 12(b)); and assumed 49% of the abandonment obligations to be fulfilled by the end of the O&G Contract in 2039, with an estimated net obligation to New Stratus of US$9.95 million. The Commitment will be reimbursed by OPS using cashflow from operations. According to the terms of the Definitive Agreements, effective May 1, 2024, New Stratus is entitled to economic benefits, including production revenues and cash flows, associated with holding a 49% equity interest in OPS, with these entitlements accruing in advance of the first tranche closing. With the signing of the first tranche of the Acquisition, NSE has nominated one director to the board of directors of OPS, has filled a number of technical and managerial positions of OPS, and will nominate a member of OPS in the operating committee of the O&G Contract. The second tranche involves the purchase by NSE of up to an additional 41% of the equity interest of OPS under terms to be negotiated among New Stratus and OPS based on the results of operations on the field. For Nine months after completion of the two-year Commitment, New Stratus will have the right of exclusivity, a right of first offer and a first right of refusal, subject to regulatory approval, to negotiate the second tranche of the Acquisition. As of December 31, 2024, the Company recorded an investment of $26.1 million (US$ 17.0 million) in OPS, allocated as follows: (1) $21.6 million (US$ 15.0 million) advanced to fund capital and operational expenditures under the O&G Contract for OPS. (2) $2.9 million (US$ 2.0 million) as consideration paid for the acquisition of an initial 49% equity interest in OPS and, (3) $1.6 million (US$ 1.2 million) as share of income from this joint venture operation during the year ended December 31, 2024. During the three and nine months ended September 30, 2025, the company recognized an income of $328,478 (US$ 239,014) and $1,106,946 (US$ 791,354) respectively, in Income from investments in Joint venture (three and nine months ended September 30, 2024, $ 972,925 (US$ 715,176)). This amount relates to the equity pickup of the company's 49% share of the net income from OPS. During the Nine months ending September 30, 2025, the Company also recognized an impairment loss of $0.8 million related to foreign exchange on its advances to OPS. For the nine months ending September 30, 2025, OPS reported a net income of $ US$ 1,615,008. The following tables summarize the financial information of Operaciones Petroleras Soledad S. de R.L. de C.V. at 100% expressed in United States dollar (“US$”) September 30, 2025 Current assets $ 56,087,992 Non-current assets 23,239,390 Total 79,327,382 Current liabilities 56,269,592 Total liabilities 56,269,592 Total equity 23,057,790 Total liabilities and equity $ 79,327,382 September 30, 2025 Revenue $ 13,594,697 Cost of goods sold (1,538,278) Gross profit 12,056,419 Total general administrative (10,299,110) Other expenses (142,301) Net income $ 1,6 --- 15,008 Equity pick up at 49% $ 791,354 Equity pick up at 49% (CAD) $ 1,106,946 NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 12 The $41.8 million (US$ 30.0 million) remaining commitment under the O&G Contract has been registered as a CAPEX Commitment in joint venture (Note 11b). NOTE 10 – DISCONTINUED OPERATIONS The following table summarizes the Company’s discontinued operations as at December 31, 2024: Total Investment in shares DOOG $ (16,707,518) Company’s share of the income from the joint venture (4,639,305) Advance (cash call provided by New Stratus) (6,658,566) Accounts payable to Favilla. (Finder Fees) 8,024,666 Loss on disposal of discontinued operations $ (19,980,723) Desarrolladora de Oriente Oil & Gas Ltd. (DOOG) On January 2, 2024, New Stratus announced the acquisition (the “Acquisition”) of a 50% indirect interest in GoldPillar International Fund SPC Ltd. (“GoldPillar”), a private entity organized and existing under laws of the British Virgin Islands, which has acquired a 40% equity participation (the “Equity Subscription”) in a joint venture company, Petrolera Vencupet, S.A. (“Vencupet”), which holds the oil production rights for the fields named “Adas,” “Lido,” “Limon,” “Leona”, “Oficina Norte” and “Oficina Central” all located onshore in the Anzoategui and Monagas States in Eastern Venezuela (the “Fields”). Petroleos de Venezuela S.A. (“PDVSA”), the Venezuelan national oil company, through its subsidiary Corporacion Venezolana de Petroleo S.A. (“CVP”), owns the remaining 60% of the share capital of Vencupet. During the three and nine months ended September 30, 2024, the Company recognized an income of $3,621,733 and $4,301,502 respectively in Income from investments in Joint venture. This amount relates to the equity pickup of the company's 49% share of the net income from Desarrolladora de Oriente. As of September 30, 2024, Desarrolladora de Oriente reported a net income of $7,969,305. Loss on disposal of discontinued operations (Desarrolladora de Oriente Oil & Gas Ltd.) On December 19, 2024, New Stratus Energy Inc. (“NSE” or the “Company”) entered into a Termination Agreement with Franco Favilla and related parties, effectively cancelling its indirect participation in Petrolera Vencupet, S.A. (“Vencupet”) and permanently waiving all associated rights and claims related to the Venezuelan joint venture operations. The decision to terminate the Company’s participation was driven by a combination of operational, financial, and strategic considerations, including: ? The inability to recover invested capital under the original contractual arrangements; ? The absence of future economic benefits from the Venezuelan operations; ? The deterioration of the investment climate for foreign investors in Venezuela; and ? The availability of alternative investment opportunities deemed more viable and strategically aligned with the Company’s objectives. In December 2024, management concluded that the continuation of operations in Venezuela was no longer feasible. Accordingly, the Termination Agreement provided for the following: Actions by NSE: ? Transfer of its 49% interest in the share capital of Desarrolladora de Oriente Oil & Gas (“DOOG”) to Franco Favilla for nominal consideration of USD 1.00. ? Irrevocable waiver of all rights to receive repayment from DOOG, Favill --- a, Zenith, Seasif, or Goldpillar related to prior cash disbursements. Actions by Favilla: ? Irrevocable waiver of any rights to request further disbursements from NSE, whether pending or future. ? Assumption of full responsibility for all outstanding expenses and amounts owed to third parties.: As a result of the termination and classification of the Venezuelan operations as a discontinued operation, the Company recognized a loss of $19.9 million for the year ended December 31, 2024. This loss reflects the difference between the carrying amount of the related investment and the consideration received, measured in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, and IAS 28, Investments in Associates. The results of the discontinued operation have been separately presented in the consolidated statement of operation and comprehensive loss for all periods presented. Contingency Disclosure: In connection with a Side Letter Agreement, NSE has acknowledged a contingent obligation of up to USD 4.1 million, conditional upon the non-recovery of PDVSA receivables by Goldpillar. As at September 30, 2025, based on information available, the Company assessed that collection is probable and no provision has been recorded. NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 13 NOTE 11 – TRADE AND OTHER PAYABLES AND LOAN COMMITMENT a) Trade and other payable Trade Payable Purchase price Obligations (1) Provisions (2) Total Balance, December 31, 2023 $ 1,909,927 $ - $ 464,220 $ 2,374,147 Increases 8,004,511 8,248,845 220,902 16,474,258 Termination of agreement - (8,024,666) - (8,024,666) Payments (6,298,858) (681,571) (102,142) (7,082,571) Effect of change in exchange rates 603,049 457,392 - 1,060,441 Balance, December 31, 2024 $ 4,218,629 $ - $ 582,980 $ 4,801,609 Increases 4,457,282 - 2,599,443 7,056,725 Payments (1,711,181) (164,165) (1,875,346) Balance, September 30, 2025 $ 6,964,730 $ - $ 3,018,258 $ 9,982,988 (1) As of December 31, 2023, the Company paid the two installments of the Purchase Price to Repsol. As part of the DOOG transaction (see Note 10), the Purchase price Obligation included a finder’s fee payable to Favilla in the amount of $8.0 million (USD$5.6 million), payable in installments over 24 months from May 27, 2024. This account payable was settled as part of the termination agreement. (2) During the three and nine months ended September 30, 2025, the Company accrued $0.6 million and $1.9 million respectively (see Note 22) related to unpaid compensation owed to Company officers and directors The Company also paid $0.2 million related to the 2024 accrual. See also Note 22 – Related Party Transactions b) Loan Commitment Investment- loan commitment Balance, December 31, 2024 $ 35,581,575 Balance, September 30, 2025 $ 35,581,575 Liability Balance, December 31, 2024 $ (40,003,230) Accretion (3,129,663) Effect of change in exchange rates 1,369,893 Balance, September 30, 2025 $ (41,763,000) As described in Note 9, Operaciones Petroleras Soledad S. de R.L. de C.V. (“OPS”), on May 14, 2024, the Company entered into an agreement to fund capital expenditures and, in certain cases, operational expenditures for OPS under the terms of the Oil & Gas (O&G) Contract. The total commitment amounts to USD 45 million, of which USD 15 million had been advanced a --- s at September 30, 2025. The remaining USD 30 million (equivalent to approximately CAD 41.8 million) was required to be funded by June 15, 2025, in accordance with the contractual schedule. Currently, OPS and PEP are engaged in a negotiation process regarding a potential migration from the existing O&G Contract to a mixed contract structure under the new Hydrocarbons Sector Law. In this context, OPS has formally proposed to PEP the suspension and/or amendment of the current work program under the O&G Contract. The objective is that, during the negotiation and potential migration period, OPS would limit its activities strictly to those required to ensure the operational continuity of the contractual area, without engaging in well drilling activities. This approach envisions avoiding committing capital expenditures or incurring costs related to activities that could be substantially altered or rendered unnecessary should the migration to a mixed contract be finalized. Under the O&G Contract, it is legally permissible to amend and/or suspend work programs, subject to Petróleos Mexicanos (PEMEX) prior approval, in accordance with the provisions of the O&G Contract. In addition, modifications or suspensions may also be justified on grounds attributable to PEMEX, or by mutual agreement between the parties. Based on advice received from external counsel, PEMEX authorization has historically been granted in comparable contractual situations. The commitment does not bear interest under the terms of the agreements. NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 14 NOTE 12 – EMPLOYEE BENEFIT OBLIGATION The employee benefits obligations are summarized as follows: Balance, December 31, 2023 $ 483,446 Increases 405,119 Payments (609,223) Effect of change in exchange rates 34,177 Balance, December 31, 2024 $ 313,519 Increases 312,077 Payments (275,538) Effect of change in exchange rates (42,788) Balance, September 30, 2025 $ 307,270 As of September 30, 2025, the employee benefits include mainly obligations payable to employees for vacations additional benefits and variable bonuses for achievement goals. NOTE 13 – DEFINED BENEFIT OBLIGATION Balance, December 31, 2023 $ 854,911 Reverse provision (533,269) Payments (133,655) Effect of change in exchange rates 75,175 Balance, December 31, 2024 $ 263,162 Payments (244,778) Effect of change in exchange rates (18,384) Balance, September 30, 2025 $ - During 2023, Petrolia Ecuador S.A. rehired certain employees who had been previously employed by Petrolia and whose employment had been formally terminated as of December 31, 2022. In accordance with local labor regulations, the termination followed by immediate rehire requires the recognition of continued employee entitlements, including pension rights, severance benefits, and other compensation obligations. As a result, the Company then recognized a provision of $0.2 million, to reflect these obligations. As of September 30, 2025, the Company has terminated all its employee contracts, and this obligation has been paid in full. NOTE 14 – ASSET RETIREMENT OBLIGATION Balance, December 31, 2023 $ 102,392 Liabilities settled (99,135) Effect of change in exchange rates 9,004 Balance, December 31, 2024 $ 12,261 Payments (11,626) Effect of change in exchange rates (635) Balance, September 30, 2025 $ - As a --- t September 30, 2025, the Company has no recorded Asset Retirement Obligation (“ARO”) (December 31, 2024 – $12,261). During the period, all activities and costs associated with previously recognized decommissioning and restoration commitments were fully settled. As a result, no further legal or constructive obligations exist as at the reporting date, and the ARO provision has been reduced to $nil. NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 15 NOTE 15 – OTHER LIABILITIES Provision tax Credit and others (1) Provision Solidarity Contribution tax and others (2) Total Balances, December 31, 2023(1) 20,502,123 2,160,439 22,662,562 Increases - 1,394,031 1,394,031 Interest accrued (Note 19) 2,980,846 - 2,980,846 Reverse provision - (207,886) (207,886) Effect of change in exchange rates 2,009,109 142,781 2,151,890 Balances, December 31, 2024(1) $ 25,492,078 $ 3,489,365 $ 28,981,443 Interest accrued (Note 19) 1,833,499 90,820 1,924,319 Effect of change in exchange rates (989,352) 37,517 (951,835) Balance September 30, 2025 $ 26,336,225 $ 3,617,702 $ 29,953,927 (1) On July 12, 2023, the Company announced that Consortium Block 16 had been notified of a final and definitive ruling by the National Court of Justice of Ecuador regarding a prior-year tax claim. The ruling granted the Consortium the right to obtain a tax credit of $19.4 million (US$14.6 million). The corresponding amount was received in cash. As a result of agreements and covenants entered by the Company during past years related to this income tax credit, the Company recognized a reserve for contractual responsibilities in the same amount refunded. As of September 30, 2025, the balance of the provision related to this reserve is $26.3 million (US$18.9 million) (December 31, 2024: $ $25.4 million (US$17.7 million). During the three and nine months ended September 30, 2025, Petrolia accrued interests associated with this provision recognized through a comprehensive loss of $1.9 million (US$1.3 million) and $0.6 million (US$0.4 million) respectively. The Company aims to reach an amicable settlement on all the outstanding issues derived from the Service Contracts, including this refund. (2) As of September 30, 2025, the Company has a provision of (i) $2.3 million (US$ 1.6 million) related to the 2016 Solidarity Contribution Tax trial. (December 31, 2024: $2.1 million (US$ 1.6 million), and (ii) $ 1.3 million (US$1.0 million) related to foreign currency outflow tax (December 31, 2024 $ 1.4 million (US$1.0 million)). NOTE 16– SHARE CAPITAL Authorized The Company is authorized to issue an unlimited number of common shares. Issued and Outstanding Number Amount Balance, December 31, 2023 124,001,778 $ 31,828,122 Warrants exercised 9,594,995 4,280,054 Warrants exercised FV allocation - 892,436 Option exercised 240,000 31,000 Shares repurchased (190,500) (99,111) Balance, December 31, 2024 133,646,273 $ 36,932,501 Option exercised-non cash 557,194 22,832 Option exercised 20,000 4,800 Balance, September 30, 2025 134,223,467 $ 36,960,133 NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 16 Warrants: As part of the July 30, 2021, financing, the Company issued 16,095,376 war --- rants valued at $186,776. Each warrant will entitle the holder to purchase one common share at an exercise price of $0.45 until the second anniversary of the warrant issuance. For accounting purposes, the Company uses the Black-Scholes valuation methodology to value the warrants at the date of issuance. The significant inputs into the model were a share price of $0.32, an exercise price of $0.45, volatility of 70%, a dividend yield of 0%, an expected warrant life of two years and an annual risk-free interest rate of 0.45%. Volatility was estimated based on the average volatility of a sample of peer companies with available public pricing data. Exercise price Number of warrants Fair value Balance, December 31, 2023 $ 0.45 12,992,100 $ 1,142,388 Non-cash exercised - (104,617) (9,384) Warrants exercise - (9,490,378) (892,436) Warrants expired - (3,397,105) (240,568) Balance, December 31, 2024 - - - Balance, September 30, 2025 - - - During the three and nine months ended September 30, 2024, a total of 1,223,650 and 1,918,650 warrants were exercised, respectively, at an exercise price of $0.45. Stock-based compensation: The Company has a stock option plan for employees, officers, directors and consultants (the “Plan”). The Company uses a Black- Scholes valuation methodology for accounting purposes to value the stock options at the award date. The maximum number of stock options reserved for issuance under the plan may not exceed 10 percent of the number of common shares issued and outstanding. On September 4, 2024, the Company granted an aggregate of 1,800,000 stock options to employees of its subsidiaries under the Company’s Plan. The options are exercisable at $0.46 for five years and fully vested on the issuance date. The fair value of each option was estimated on the date of the grant using the Black-Scholes option pricing model, with the following assumptions: expected dividend yield of 0%, expected volatility of 70%, risk-free interest rate of 2.86%, and an expected average life of 5 years. The fair value of all these options was estimated at $494,185. The following schedule describes the stock-based compensation transactions as of September 30, 2025: Number of Stock Options Weighted average Exercise price Fair value Balance, December 31, 2023 11,495,000 $ 0.51 $ 3,406,602 Options granted 1,800,000 $ 0.46 494,185 Option canceled (300,000) $ 0.30 (47,274) Option canceled (60,000) $ 0.50 (17,470) Option canceled (270,000) $ 0.65 (104,373) Option canceled (150,000) $ 0.85 (75,585) Option exercised (140,000) $ 0.05 (3,996) Options exercised (100,000) $ 0.10 (13,380) Balances, December 31, 2024 12,275,000 $ 3,638,709 Option exercised (660,000) $ 0.05 (22,832) Option exercised (20,000) $ 0.24 (2,766) Balance, September 30, 2025 11,595,000 $ 3,613,111 During the nine months ended September 30, 2025, A total of 680,000 stock options were exercised by option holders. ? 660,000 options were exercised at an exercise price of $0.05 on a non-cash basis. The volume-weighted average trading price (“VWAP”) for the five trading days immediately preceding the exercise date was $0.321. This VWAP was used to estimate the cost associated with the exercised options and was deducted from the number of shares issued. As a result, 557,194 common shares were issued in connection with this non-cash exercise. ? An additional 20,000 options were exercised at an exercise price of $0.24 on a cash basis. Cash proceeds received from this exercise totaled $4,800, and 2 --- 0,000 common shares were issued. NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 17 The following schedules describe the stock options available and their remaining contractual life on September 30, 2025, and December 31, 2024: Number of Stock Options Remaining life (yrs.) Exercise Price Granted on April 13, 2021 1,140,000 0.53 0.24 Granted on October 1, 2021 3,200,000 1.00 0.30 Granted on December 6, 2021 Granted on January 13, 2022 Granted on April 28, 2022 Granted on October 4, 2022 Granted on December 31, 2024 50,000 270,000 1,885,000 3,250,000 1,800,000 1.18 1.29 158 2.01 3.93 0.56 0.50 0.65 0.85 0.46 Balance, September 30, 2025 11,595,000 2.04 $ 0.54 Number of Stock Options Remaining life (yrs.) Exercise Price Granted on July 7, 2020 660,000 0.51 $ 0.05 Granted on April 13, 2021 1,160,000 1.28 0.24 Granted on October 1, 2021 3,200,000 1.75 0.30 Granted on December 6, 2021 Granted on January 13, 2022 Granted on April 28, 2022 Granted on October 4, 2022 Granted on December 31, 2024 50,000 270,000 1,885,000 3,250,000 1,800,000 1.93 2.04 2.33 2.76 4.75 0.56 0.50 0.65 0.85 0.46 Balance, December 31, 2024 12,275,000 2.44 $ 0.51 NOTE 17 – GENERAL AND ADMINISTRATIVE The following schedule describes the general and administrative expenses incurred during the three and Nine months ended September 30, 2025, and 2024: Three months Nine months Period ended September 30, 2025 2024 2025 2024 Insurances $ 25,971 $ 14,500 $ 50,847 $ 104,717 Legal and Accounting 439,996 371,938 1,285,067 1,635,969 Management fees and salaries 670,611 1,555,712 2,830,077 4,942,039 Professional fees 258,556 1,199,743 548,970 4,612,723 Office and administration (25,526) (61,370) 539,102 376,594 Shareholders information and investor relations 16,048 20,978 54,186 85,944 Amortization and depreciation 97,599 91,989 291,884 299,192 $ 1,537,255 $ 3,193,490 $ 5,600,133 $ 12,057,178 NOTE 18 – FINANCIAL (COST) GAIN, NET The following schedule describes Financial (cost) gain, net during the three and nine months ended September 30, 2025, and 2024 Three months Nine months Period ended September 30, 2025 2024 2025 2024 Interest on tax contingency provision (1) $ 587,504 $ 770,842 $ 1,924,319 $ 2,166,482 Other financial (income) expenses, net - (18,620) - (355,100) Other financial expenses, net 67,104 - 199,394 - $ 654,608 $ 752,222 $ 2,123,713 $ 1,811,382 NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 18 (1) During the three and nine months ended on September 30, 2025, Petrolia accrued interests of $0.6 million (US$0.4 million) and $1.9 million (US$1.3 million) respectively (September 30, 2024, $0.8 million (US$0.5 million) and $2.2 million (US$1.5 million) respectively), related to the provision for income tax credit reserve. NOTE 19 – OTHER INCOME, NET The following schedule describes other income incurred during the three and nine months ended September 30, 2025, and 2024 Three months Nine months Period ended September 30, 2025 2024 2025 2024 Operator´s fee income (1) $ (100,909) 244,361 $ (307,385) 442,953 Other (income) expenses, net 44,450 (37,813) (12,640) 376,802 $ (56,459) $ 206,548 $ (320,025) $ 819,755 (1) Corresponds to additional revenue obt --- ained from oil marketer (RTSA) on each barrel lifted. NOTE 20 – NET LOSS PER SHARE Basic and diluted net income per share is calculated as follows three and nine months ended September 30, 2025, and 2024: Three months Nine months Period ended September 30, 2025 2024 2025 2024 Net loss $ (2,419,176) $ (2,117,035) $ (9,097,896) $ (6,917,381) Weighted-average common share adjustments: Weighted-average common shares outstanding, basic 134,215,424 131,900,467 133,852,362 131,900,467 Weighted-average common shares outstanding, diluted 134,215,424 131,900,467 133,852,362 131,900,467 Total Basic and diluted loss per share $ (0.02) $ (0.02) $ (0.07) $ (0.05) Fully diluted loss per share $ (0.02) $ (0.02) $ (0.07) $ (0.05) Stock options and warrants were anti-dilutive for the three and nine-month periods ended September 30, 2025, and 2024, due to the net losses incurred during these periods. NOTE 21 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Given the short-term nature of these financial instruments, the carrying values of cash, other receivables, trade payables, and other payables approximate their respective fair values as of September 30, 2025, and September 30, 2024. The Company’s financial instruments have been assessed in accordance with the fair value hierarchy outlined in IFRS 13, Fair Value Measurement. This hierarchy categorizes financial instruments into three levels based on the significance of the inputs used in measuring fair value: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs). As of September 30, 2025, and December 31, 2024, all of the Company’s financial instruments were classified as Level 1 or Level 2 in the fair value hierarchy. No financial instruments were classified as Level 3 during these periods. No financial instruments were transferred between Levels 1, 2, or 3 during the three and nine months ended September 30, 2025, and 2024. Assessing the significance of a particular input to fair value measurement requires management’s judgment, and such judgment may affect the instrument’s placement within the fair value hierarchy. NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 19 Market Risk Market risk is the risk that changes in market factors, such as commodity prices and foreign exchange rates, will affect the Company’s cash flows, profit or loss, liquidity, or the value of financial instruments. Market risk management aims to mitigate appropriate market risk exposures and maximize returns. Commodity Price Risk Commodity price risk is the risk that a financial instrument's fair value or future cash flows will fluctuate due to changes in commodity prices. Lower commodity prices can also impact the Company’s ability to raise capital. World economic events that dictate the supply and demand levels affect crude oil prices. From time to time, the Company may attempt to mitigate commodity price risk by using financial derivatives. The Company had no commodity contracts between September 30, 2025, and December 31 2024. Since the termination of its service contract on December --- 31, 2022, the Company has not generated revenue for the three and nine months ended September 30, 2025. Foreign Currency Risk The foreign currency risk is the risk that a financial instrument's fair value or future cash flows will fluctuate due to changes in foreign currency exchange rates. The Company is exposed to foreign currency fluctuations as certain expenditures are denominated in Colombian pesos and US dollars. As of September 30, 2025, the United States dollar to Canadian dollar exchange rate was 0.7183:1 (December 31, 2024 – 0.6950:1). A 1% change in the exchange rate would not generate a material impact in the Company’s’ US dollar Cash balances held at September 30, 2025. The Company had no forward exchange rate contracts in place as at September 30, 2025 or during the three and nine months ended September 30, 2025 and 2024. Accounts payable in USD balance as of September 30, 2025, was $31.6 million, and a change of 1% in the exchange rate would have impacted the Canadian dollar equivalent by +/- CAD $0.4 million. Liquidity Risk Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company’s approach to managing liquidity risk is to ensure, as far as reasonable, that it will have sufficient liquidity to meet its liabilities when due, without incurring unacceptable losses. As at September 30, 2025, the Company has a working capital deficit of $45.3 million (2024 – Deficit of 38.2 million) which includes $0.8 million (2024 – $0.75 million) of financial assets comprised of cash and restricted cash, trade, other receivables and deposits of $7.3 million (2024 – 8.3million), and of financial liabilities comprised of trade and other payables, loan commitments, taxes payable, benefits obligations and assets retirement obligations with a contractual maturity of less than one year of $53.4 million (2024 – $46.5 million). During the nine months ended September 30, 2025, the Company reported net cash used in operating activities in the amount of $0.6 (2024 $10.5 million). The Company prepares operating and capital expenditure budgets which are regularly monitored and updated as considered necessary. NOTE 22 – RELATED PARTY TRANSACTIONS During the three and nine months ended September 30, 2025, and 2024, the transactions accrued or paid for services provided to directors and officers were as follows: Three months Nine months Period ended September 30, 2025 2024 2025 2024 Officers and management fees $ 591,871 $ 581,388 $ 1,794,832 $ 2,465,879 Consulting fees accrued or paid to a director 58,469 57,835 173,700 185,618 $ 650,340 $ 639,223 $ 1,968,532 $ 2,651,497 All the above transactions are in the ordinary course of operations and are measured at fair value, which is the price agreed upon by the related parties. The services provided by directors and officers during the three and nine months ended September 30, 2025, remain unpaid as of that date and have been fully accrued. (Note 11a.2) On August 23, 2023, the Company and its Chief Midstream and Downstream officer agreed to terminate the original Officer’s contract, signed on February 1st. 2022. As compensation for bridging the original agreement, the Company agreed to repay the departing officer US$151,500, payable in twelve equal quarterly installments of US$12,625. The departing officer will continue to act as an independent business development consultant for a monthly fee of US$10,000. NEW STRATUS ENERGY INC. NOTES TO THE INTERIM --- CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 20 NOTE 23 – CAPITAL MANAGEMENT The Company's objective when managing capital is to ensure that it has sufficient cash resources to maintain financial liquidity and flexibility, provide returns for shareholders and benefits for other stakeholders, and deploy capital to explore its properties further. The Company’s financial strategy is designed to maintain a flexible capital structure consistent with the objectives stated above and to respond to business growth opportunities and changes in economic conditions. To maintain or adjust its capital structure, the Company may, from time to time, issue new shares, issue new debt (secured, unsecured, convertible and other types of debt instruments), acquire or dispose of assets or adjust its capital spending to manage its ability to continue as a going concern. The Company is not subject to externally imposed capital requirements, and the overall capital risk management strategy did not change During the three and nine months ended September 30, 2025 and 2024. NOTE 24 – SUPLEMENTAL CASH FLOW INFORMATON Changes in non-cash working capital are as follows: September 30, 2025 September 30, 2024 Other receivables $ 317,086 $ (2,752) Accounts receivable from consortium partners - (6,602,740) Recoverable taxes (27,061) - Advances to suppliers and others (94,133) 5,511,966 Investments in joint venture - (53,241,929) Other assets - (731,400) Trade and other payables 2,154 8,605,633 Taxes payables 5,181,379 3,290 Employee salaries and benefits (68,012) 330,458 Defined benefit obligation 312,077 (433,880) Other liability 1,952,994 42,314,928 Decommissioning obligation - - $ 7,576,484 $ (4,246,426) NOTE 25 – COMMITMENTS AND CONTINGENCIES COMMITMENTS Block VMM-18 Under the terms of the agreement executed concerning the VMM-18 E&P contract, The Company was required to fund an exploration commitment for the second phase of the VMM-18 E&P Contract. As per the contract and a recent extension by ANH, The Company was required to perform and drill an exploration well valued at $4,063,200 (US$3,000,000). All activities that NSE committed were completed except for the drilling of the exploratory well. Due to significant financial and operational constraints imposed by the exploration area granted to the Company, on September 26, 2022, the Company submitted a request to the ANH to mutually agree to terminate the exploration and production contract for Block VMM-18. In response, ANH asked for confirmation of the restrictions imposed on the exploration area. The Company provided the requested documentation on March 9, 2023. On May 31, 2024, the ANH issued a formal termination of the Agreement relieving the Company of any further obligations of the Project. Block 192 Peru New Stratus, Altamesa Energy Canada Inc., and the shareholders and right-holders of Altamesa Energy Canada Capital Inc., entered a Memorandum of Understanding on November 15, 2024, aimed to, under certain conditions, acquire 85% of the outstanding share capital of Altamesa Energy Canada Capital Inc. Altamesa Energy Canada Capital Inc. holds 61% undivided interest in a license for the production of hydrocarbons in Block 192 in the northeastern of Perú. Altamesa Energy Canada Capital Inc. has 99.99% of the share capital of Altamesa NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CON --- SOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 21 Energy Perú S.A.C. New Stratus, in its capacity as guarantor, and Banco BTG Pactual S.A. – Cayman Branch (“BTG”) entered into an irrevocable corporate guarantee dated December 2, 2024 (the "Guarantee Agreement") pursuant to which New Stratus agreed to guarantee to BTG the punctual payment and discharge of all Obligations from time to time incurred by Altamesa Energy Peru S.A.C , under or in connection with the a bond issued up to US$940,930.27. As per the Guarantee Agreement, upon the bond becoming due, BTG shall first require payment to Altamesa Energy Peru S.A.C. Only if full payment is not made within three (3) business days of such requirement, BTG may proceed against and enforce any other rights or security or claim payment from New Stratus under the Guarantee Agreement. On December 20, 2024 the bond became due, and on January 29, 2025 BTG required payment of all pending obligations under the bond to Altamesa Energy Peru S.A.C. As of September 30, 2025, BTG has not received any payments from Altamesa Energy Peru S.A.C pursuant to the bond. New Stratus and BTG are currently discussing the payment terms of this commitment. Consulting agreements The Company is obligated under a consulting agreement for US$10,000 per month until May 31, 2026. (Note 22) Executive compensation On July 1, 2021, the Company entered into employment agreements with its senior executives, which contain clauses requiring additional payments of up to US$3,390,000 upon the occurrence of certain events, such as a change of control. As these triggering events have not occurred, these Financial Statements have not provided contingent payment. CONTINGENCIES State Oil Company of Ecuador Petroecuador EP Shushufindi Agreement: As recommended by the Comptroller General’s Office, within the special examination of the contracting process and development of the cooperation agreement with Petroproduccion to increase crude oil production and reserves in the Shushufindi field, EP Petroecuador issued invoices for $4,090,186 (US$3,013,240) and initiated an enforceable by law collection process, proceeding to seize the invoiced amount. The Branch has challenged the procedures initiated by Petroproducción. The Company has made a provision for this matter. Law 122: Ecuador Petroecuador EP (“Petroecuador”) is requesting the payment of $22,547,423 (US$16,610,743) to the consortium that operated Block 67 (Tivacuno) where the Company has a 35% interest. On August 14, 2023, a payment request was issued based on a unilateral liquidation performed by Petroecuador under a service contract which ended in 2010, stating that Petroecuador has not withheld the entire tariff of the tax contemplated in Law 122. The Company has challenged such payment requests before the Tax Court, stating that the statute of limitations to request such payment has been largely exceeded. On September 19, 2024, Petroecuador initiated a coercive procedure to collect this contingency with interest. On October 4th, Petroecuador, based on the information provided by Petrolia, cancelled the coercive procedure. The Company has not recorded any provision in the financial statements. Auca Process, Yulebra, Culebra: EP Petroecuador claims payment of $1,387,307.59 (US$1,022,033) for information provided to REPSOL within a failed bidding process called by EP Petroecuado --- r. REPSOL paid the cost of the bidding conditions, which included access to the "data room" and all the information available for this purpose. After several judicial resolutions (both from the Superior Court and the National Court of Justice), the process must be sent to the District Court of Administrative Disputes in the Metropolitan District of Quito for resolution. However, the request was denied. The Company has filed an extraordinary protection action before the Constitutional Court, which has not been admitted yet. During the year ended December 31, 2022, a prepaid balance of $1.4 million was written off. The Company has not recorded any provision in the financial statements. Special Examination Reports of the Comptroller General's Office Friction Reduction Chemicals: On May 31, 2005, the Office of the Comptroller General of the State issued audit assessments against the contractor of the Block 16 participation contract for $3,500,208 (US$2,578,612) for the purchase and use of friction reducing chemical, of which $1,225,073 (US$902,514) corresponds to the Company. On November 23, 2006, Petrolia´s Branch, on behalf of the contractor filed a challenge before the Contentious Administrative Court. Solidarity Contribution tax trial On October 7, 2019, the Internal Revenue Service of Ecuador requested two additional payments on the denominated solidarity contribution on profits, created by the Organic Law of Solidarity and Citizen Co-responsibility. The Internal Revenue Service requested two additional payments totalizing $2,172,764 (US$1,653,441), including principal, interest and penalties. The Company has challenged such payment requests and currently the matter is being discussed at the Tax Court and at the National Court of Justice in Ecuador. The Company has recorded a provision for the above-mentioned matter. NEW STRATUS ENERGY INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025, and 2024 (Unaudited: in Canadian dollars except as otherwise noted) 22 Based on a final and definitive ruling from the National Court of Justice, one of the additional payment requests was resolved favorably for the Company. Therefore, a reversal on the provision was recorded for $0.19 million (US$0.14 million). As of September 30, 2025, the reserve for this contingency is $2.0 million (US$1.5 million). NOTE 26 – SEGMENTED INFORMATION The Company’s reportable segments are consistent with the Company’s geographic regions in which the Company’s projects are located. The Company, through its operating segments, is engaged primarily in oil exploration, development and production, and the acquisition of oil and gas properties. The Canadian segment is also considered the corporate segment. The Company has four reportable operating segments: Mexico, Ecuador, Colombia, and Canada. The following table shows the Company’s reportable segments and its geographic location: Mexico Ecuador Colombia Canada Total Three months ended September 30, 2025 Net income (loss) $ 197,704 $ (3,118,785) $ (366,564) $ (5,810,251) $ (9,097,896) Nine months ended September 30, 2025 Net income (loss) $ 727,126 $ (841,085) $ (107,834) $ (2,197,383) $ (2,419,176) As of September 30, 2025 Current asset (61,310) 8,062,032 377,309 (300,780) 8,077,251 Non-current asset 26,436,625 273,351 54,199 35,645,141 62,409,316 Total assets 26,375,315 8,335,383 431,508 35,344,361 70,486,567 Current liabilities (5,308) 4,028,813 43 --- 2,223 48,965,434 53,421,162 Non-current liabilities - 29,953,927 - 28,676 29,982,603 Total liabilities $ (5,308) $ 33,982,740 $ 432,223 $ 48,994,110 $ 83,403,765 Ecuador Colombia Venezuela Mexico Canada Total Three months ended September 30, 2024 Net income (loss) $ (663,315) $ (589,424) $ 318,143 $ 967,231 $ (2,149,670) $ (2,117,035) Nine months ended September 30, 2024 Net income (loss) $ (1,250,545) $(1,927,545) $ 4,413,532 $ 923,338 $ (9,076,161) $ (6,917,381) Mexico Ecuador Colombia Canada Total As of December 31, 2024 Current asset $ 1,452 $ 7,822,276 $ 358,355 $ 131,459 $ 8,313,542 Non-current asset 26,125,279 289,243 30,929 35,835,839 62,281,290 Total assets 26,126,731 8,111,519 389,284 35,967,298 70,594,832 Current liabilities 12,679 4,217,489 312,676 41,931,836 46,474,680 Non-current liabilities - 28,981,443 - - 28,981,443 Total liabilities $ 12,679 $ 33,198,932 $ 312,676 $ 41,931,836 $ 75,456,123
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