Prospectus dated November 19, 2025 (Form 6-K)

This document comprises a prospectus under Article 3 of the UK version of Regulation (EU) 2017/1129 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended (the "UK Prospectus Regulation") relating to Diversified Energy Company (the "Company") prepared in accordance with the UK Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA") made under Section 73A of the Financial Services and Market Act 2000, as amended (the "FSMA"). This Prospectus has been approved by the FCA, as competent authority under the UK Prospectus Regulation. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation and such approval should not be considered as an endorsement of the Company that is the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the shares of common stock, par value $0.01 per share, of the Company (the "Shares"). This document has been filed with the FCA in accordance with the UK Prospectus Regulation Rules and will be made available to the public in accordance with UK Prospectus Regulation Rule 3.2.1 by the same being made available, free of charge, at https://ir.div.energy/.

This Prospectus is not an offer or invitation to the public to subscribe for or purchase Shares and has been prepared solely in connection with the proposed admission ("Admission") of the entire issued and to be issued share capital of the Company to listing on the Equity Shares (International Commercial Companies Secondary Listing) Category ("ESICC") of the official list of the FCA (the "Official List") and to trading on the main market for listed securities ("Main Market") of London Stock Exchange plc ("London Stock Exchange") in connection with a scheme of arrangement pursuant to Part 26 of the Companies Act to introduce a new Delaware-incorporated holding company, Diversified Energy Company, as the holding company of the Group, and the issue of Shares relating to the acquisition of Canvas Energy, Inc. by the Group. The Prospectus has been prepared on the assumption that the Scheme will become effective in accordance with its current terms and the Canvas Acquisition will be completed as presently envisaged. A summary of the Scheme and the acquisition of Canvas is set out in Part 1 of this document.

The Company, the director and proposed directors of the Company (together, the "Directors"), whose names appear on page 41 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.

(Incorporated and registered in the State of Delaware, United States with registered number 10359877)

Admission of up to 80,620,444 New Shares to the Equity Shares (International Commercial Companies Secondary Listing) Category of the Official List and to trading on the Main Market of the London Stock Exchange

Applications will be made to the FCA for admission of the New Shares to listing on the ESICC Category of the Official List and to the London Stock Exchange for all the New Shares to be admitted to trading on the Main Market. If the Scheme proceeds as presently envisaged, it is expected that the Exchange Shares Admission will become effective, and that dealings in the Exchange Shares on the Main Market will commence, at 8.00 a.m. (London time) on 24 November 2025. An application has been made for the Exchange Shares to also be listed on the NYSE. Further, if the acquisition of Canvas is completed as presently envisaged, it is expected that the Consideration Shares Admission will become effective, and that dealings in the Consideration Shares on the Main Market will commence, at 8.00 a.m. (London time) on 25 November 2025. An application has been made for the Consideration Shares to also be listed on the NYSE.

Notice to US Shareholders

The Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States. The Exchange Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof, and the Consideration Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 4(a)(2) thereof. Neither the US Securities Exchange Commission (the "SEC") nor any US state securities commission has approved or disapproved of the issuing of the Shares, or determined if this document, any accompanying documents or the Scheme is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Non-solicitation

This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy any securities, including under the US federal securities laws, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

General Notice

The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions in relation to the Shares or this document, including those in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Except in the United Kingdom and the United States, no action has been taken or will be taken in any jurisdiction that would permit possession or distribution of this document in any country or jurisdiction where action for that purpose is required. Accordingly, this document may not be distributed or published in any jurisdiction where to do so would breach any securities laws or regulations of any such jurisdiction or give rise to an obligation to obtain any consent, approval or permission, or to make any application, filing or registration. Failure to comply with these restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

The contents of this document must not to be construed as legal, business or tax advice. Each prospective investor should consult his or her own lawyer, independent financial adviser or tax adviser for legal, financial or tax advice in relation to any dealing or proposed dealing in Shares. Investors must inform themselves as to: (i) the legal requirements within their own countries for the purchase, holding, transfer, redemption or other disposal of Shares; (ii) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Shares which they might encounter; and (iii) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of Shares. Investors must rely on their own representatives, including their own legal advisers, financial advisers, tax advisers and accountants, as to legal, financial, business, investment, tax, or any other related matters concerning the Company and an investment therein. Neither the Company nor its representatives is making any representation to any purchaser of Shares regarding the legality of an investment in the Shares by such purchaser under the laws applicable to such offeree or purchaser.

Subject to the FSMA, the Listing Rules, the UK Prospectus Regulation Rules, and the DTRs, the delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in this document is correct as at any time after this date.

The Company will publish a supplement to this Prospectus if a significant new factor, material mistake or material inaccuracy relating to the information in this document that may affect the assessment of the securities and which arises or is noted between the time when the document was approved and the date that is the later of the date on which the Exchange Shares Admission and the Consideration Shares Admission occurs. This document and any supplement will be made public in accordance with the UK Prospectus Regulation by publication on the Company's website at https://ir.div.energy/.

Unless expressly stated otherwise, references to an EU regulation shall be to that regulation as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as amended) and as the law of England and Wales is amended or re-enacted as at the date of this document.

Without limitation, the contents of the Group's websites (other than the information as set out in Part 7 ("Documents Incorporated by Reference")), or of any website accessible via hyperlinks from the Group's websites, do not form part of this document.

This document is dated 19 November 2025.

SUMMARY

Part 1

INTRODUCTION

This summary should be read as an introduction to this document. Any decision to invest in the securities of the Company should be based on consideration of this document as a whole by the investor. Investors could lose all or part of their invested capital.

Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts of this document or where it does not provide, when read together with the other parts of this document, key information in order to aid investors when considering whether to invest in the Shares.

The legal name of the Company is Diversified Energy Company. The Company's registered office is at 1209 Orange Street, Wilmington, Delaware 19801 and its LEI is 529900XTQ3OKXR6P0H74.

The Shares will be registered with International Securities Identification Number ("ISIN") US25520W1071 and will trade under the symbol "DEC".

This document has been approved in accordance with the Prospectus Regulation on 19 November 2025 by the UK Financial Conduct Authority (the "FCA"), as competent authority, having its head office at 12 Endeavour Square, London, E20 1JN and telephone number +44 (0)20 7066 1000.

Part 2

KEY INFORMATION ON THE ISSUER

Who is the issuer of the securities?

The Company is the issuer of the Shares. The Company is a corporation existing under the laws of the State of Delaware, United States. The Company currently operates under the General Corporation Law of the State of Delaware, as from time to time amended. The Company's registered number is 10359877 and the Company's LEI is 529900XTQ3OKXR6P0H74.

The Company has been incorporated to be the ultimate holding company for the Group. Diversified is a leading independent energy company focused on natural gas and liquids production, transportation, marketing and well retirement, primarily located within the Appalachian and Central regions of the United States. The Appalachian Basin spans Pennsylvania, Virginia, West Virginia, Kentucky, Tennessee and Ohio and consists of multiple productive, shallow conventional formations and two productive, deeper unconventional shale formations, the Marcellus Shale and the slightly deeper Utica Shale. Diversified also operates in the Bossier and Haynesville shale formations and the Cotton Valley sandstones in East Texas and West Louisiana, the Barnett Shale in North Texas and the Mid-Continent producing areas across Central Texas, along with the Anadarko Basin across North Texas and Oklahoma and Permian Basin in West Texas and New Mexico.

The Company was incorporated in 2025 in the State of Delaware, United States, as the successor to Old DEC, which was incorporated in 2014. The Group's predecessor business was co-founded in 2001 by the Chief Executive Officer, Robert Russell "Rusty" Hutson, Jr., with an initial focus primarily on natural gas and oil production in West Virginia. In recent years, the Group has grown rapidly by capitalising on opportunities to acquire and enhance producing assets and by leveraging the operating efficiencies that result from economies of scale and vertical integration. As of 30 June 2025, the Group had completed 29 acquisitions since 2017 for a combined purchase price of approximately $3.6 billion.

There is no offer of the Company's securities.

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Major interests in Existing Shares

As at the Latest Practicable Date, there are no notifiable interests in the Company's issued share capital or voting rights. Insofar as is known to the Company as at the Latest Practicable Date, the following persons will be interested in 5 per cent. or more of the Company's voting rights immediately following the New Shares Admission:

Directors

The director of the Company is Robert Russell "Rusty" Hutson, Jr. (Chief Executive Officer) (the "Director"). The proposed directors of the Company are: David Edward Johnson (Independent Non-executive Chair), Martin Keith Thomas (Non-executive Director), David Jackson Turner, Jr. (Independent Non-executive Director and Senior Independent Director), Kathryn Z. Klaber (Independent Non-executive Director) and Randall Scott Wade (Non-executive Director) (together, the "Proposed Directors"). The Proposed Directors are expected to be appointed with effect from the Scheme becoming effective.

Statutory Auditors

PricewaterhouseCoopers LLP, 569 Brookwood Village #851, Birmingham, Alabama, United States is expected to be appointed as the statutory auditor of the Company with effect from the Scheme becoming effective. PricewaterhouseCoopers LLP is a member firm of the Public Company Accounting Oversight Board and has no material interest in the Company.

Old DEC Group's statutory auditor for the financial years ended 31 December 2024, 31 December 2023 and 31 December 2022 was PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH, United Kingdom ("PwC UK").

What is the key financial information regarding the issuer?

The Company

The Company has not traded since its date of incorporation and as such there is no historical key financial information on the Company.

Group

The tables below set out selected key financial information for the Old DEC Group. The financial information has been extracted without material adjustment from the audited consolidated financial statements of the Old DEC Group as at and for the years ended 31 December 2024, 31 December 2023 and 31 December 2022 and the unaudited interim condensed consolidated financial statements of the Old DEC Group as at and for the six-month period ended 30 June 2025 (the "Group Financial Statements").

Selected Consolidated Income Statement Data

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Selected Consolidated Balance Sheet Data

Selected Consolidated Cash Flow Data

There are no qualifications to the independent auditors' report on the historical financial information for the financial years ended 31 December 2024, 31 December 2023 and 31 December 2022 or the independent review report for the six-month period ended 30 June 2025.

What are the key risks that are specific to the issuer?

The key risks specific to the issuer are as follows:

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Part 3

KEY INFORMATION ON THE SECURITIES

What are the main features of the securities?

As at the date of this document, the issued and outstanding share capital of the Company is one share of common stock of par value $0.01 (such share being fully paid) (the shares of common stock in the capital of the Company from time to time, the "Shares").

Under the Scheme, the holders of ordinary shares of £0.20 each in the capital of Old DEC (or depositary interests representing ordinary shares), save for any ordinary shares held by the Company (the "Existing Shares") will receive one new Share (or depositary interest representing one new Share) (the "Exchange Shares") for every one Existing Share (or depositary interests representing an Existing Share). Further, in connection with the acquisition of Canvas Energy, Inc., the Company is proposing to issue up to 3,894,776 new Shares (the "Consideration Shares", and together with the Exchange Shares, the "New Shares").

When admitted to trading on the Equity Shares (International Commercial Companies Secondary Listing) Category ("ESICC") of the official list of the FCA (the "Official List") and to trading on the main market for listed securities ("Main Market") of London Stock Exchange plc ("London Stock Exchange"), the New Shares will be registered with International Securities Identification Number ("ISIN") number US25520W1071 and Stock Exchange Daily Official List ("SEDOL") number BMHXS56 and will be traded under the symbol "DEC" on the London Stock Exchange. The New Shares will be listed and traded under the symbol "DEC" on the New York Stock Exchange ("NYSE") as well.

The New Shares will rank pari passu in all respects with each other. The holders of the New Shares are entitled to one vote for each share on all matters submitted to a stockholder vote and have equal rights to participate in capital, dividend and profit distributions by the Company. The holders of the New Shares have no pre-emptive rights, no conversion rights, and there are no redemption provisions applicable to the New Shares.

The Shares are, and the New Shares will be, denominated in US dollars. The New Shares will be quoted and traded in Pounds Sterling on the London Stock Exchange and in US dollars on the NYSE.

In the event of the liquidation, dissolution or winding-up or any other distribution of the Company's assets among its shareholders for the purpose of winding-up its affairs, whether voluntarily or involuntarily, the holders of Shares will be entitled to share rateably in any assets remaining after the satisfaction in full of the prior rights of creditors, including holders of Company indebtedness, and the payment of the aggregate liquidation preference of any preferred stock.

Restrictions on free transferability of Shares

There are no restrictions on the free transferability of the Shares, except for those Shares that will bear a restrictive legend prohibiting such Shares from being freely transferred in the United States whether pursuant to a contractual restriction or applicable US securities laws.

Dividend policy

The Group has consistently declared dividends on the Existing Shares since its listing on the AIM Market of the London Stock Exchange in 2017. The Board currently expects to declare a dividend of $0.29 per share each quarter which equates to $1.16 per year. This quarterly dividend payment, on an annualised basis, currently delivers a yield in the top quartile of the FTSE 250 share index and the top decile among the Russell 2000 Index. While the Board cannot provide assurance that the Company will, following the effectiveness of the Scheme, be able to pay cash dividends on the Shares in future periods, subject to certain restrictions, including those related to Delaware law, and the terms of the Group's Credit Facility and the Nordic Bonds, for the financial year ended 31 December 2024, the Group paid a dividend of $1.16 per Existing Share and for the six months ended 30 June 2025, the Group has paid dividends of an aggregate of approximately $40 million.

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Under Delaware law, the Company may only pay dividends (i) out of the Company's surplus (defined as net assets minus capital); or (ii) if there is no surplus, out of the Company's net profits from the prior fiscal year, provided that no dividend may be paid from net profits if the Company's capital is less than the aggregate amount of capital represented by the issued and outstanding shares of classes having a preference on the distribution of assets. In addition, the Company's ability to pay dividends is limited by restrictions under the terms of certain of its credit facilities. For example, the Group's Credit Facility and Nordic Bonds contain restricted payment covenants that limit the Group's subsidiaries' ability to make certain payments, based on the pro forma effect thereof on certain financial ratios.

The declaration of any future dividends will be at the discretion of the Board. The Board has not adopted, and does not currently intend to adopt, a formal written Company shareholder dividend policy and the Directors may revise the Group's dividend strategy from time to time in line with the actual results and financial position of the Group.

Where will the securities be traded?

Applications will be made to the London Stock Exchange for all of the New Shares to be admitted to listing on the equity shares (international commercial companies secondary listing) category of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities.

Application has been made for the New Shares to be approved for listing on the NYSE.

No application has been made or is currently intended to be made for the Shares to be admitted to listing or trading on any other exchanges.

What are the key risks that are specific to the securities?

The key risks specific to the securities are as follows:

Part 4

KEY INFORMATION ON THE OFFER AND/OR THE ADMISSION TO TRADING ON A REGULATED MARKET

Under which conditions and timetable can I invest in this security?

This Prospectus does not constitute an offer or invitation to any person to subscribe for or purchase any Shares in the Company. It is currently expected that admission of the Exchange Shares to listing on the ESICC Category of the Official List will become effective and dealings in the Shares on the London Stock Exchange's Main Market for listed securities will become effective at 8.00 a.m. (London time) on or around 24 November 2025 (the "Exchange Shares Admission"), and admission of the Consideration Shares to listing on the ESICC Category of the Official List will become effective and dealings in the Shares on the London Stock Exchange's Main Market for listed securities will become effective at 8.00 a.m. (London time) on or around 25 November 2025 (the "Consideration Shares Admission", and together with the Exchange Shares Admission, the "New Shares Admission").

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The expenses of, and incidental to, the New Shares Admission payable by the Group, including professional fees and commissions and the costs of preparation, printing and distribution of documents, the London Stock Exchange fee, and the FCA's listing fee, are estimated to amount to approximately £3 million (exclusive of any applicable value added tax). No expenses will be charged to investors in connection with the New Shares Admission. All expenses in relation to the New Shares Admission will be borne by the Group.

Who is the offeror and/or the person asking for admission to trading?

The Company will apply to the London Stock Exchange for all of the New Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.

Why is this document being produced?

The Prospectus is only being produced in connection with the New Shares Admission only.

The Group is substantially a US business, reporting in US dollars, with all the Group's operating profit derived from the US, which is also the sole growth market for the business. The Group's executive management team and operational headquarters are based in the United States and all of the Group's employees reside, and all its assets are located, in the US. In addition, as at the Latest Practicable Date, over 65 per cent. of the Company's shareholders were located in the US. Therefore, the Group is undertaking a corporate reorganisation to introduce a Delaware incorporated company as the parent company of the Group. The insertion of the Company as the parent company of the Group is being effected through a Court-sanctioned scheme of arrangement under section 899 of the Companies Act pursuant to which shareholders in Old DEC will become shareholders in the Company and the Exchange Shares will be issued by the Company.

In addition, the Company is also proposing, subject to certain conditions, to issue up to 3,894,776 Consideration Shares in accordance Article 1(4) of the UK Prospectus Regulation in connection with the acquisition of Canvas Energy, Inc.

This Prospectus does not constitute an offer or invitation to any person to subscribe for or purchase any securities in the Company. The Company will not receive any proceeds as a result of the New Shares Admission.

The Group has not entered into any underwriting arrangements in connection with the Proposals.

Material conflicts of interest

There are no conflicting interests which are material in connection with the New Shares Admission.

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RISK FACTORS

Any investment in the Shares is subject to a number of risks. Accordingly, Shareholders and prospective investors should carefully consider the factors and risks associated with any investment in the Shares, the Group's business and the industry in which the Group operates, together with all other information contained in this document and all of the information incorporated by reference into this document, including, in particular, the risk factors described below, and their personal circumstances prior to making any investment decision.

The Group's business, results of operations, financial condition, cash flows or prospects could be materially and adversely affected by any of the risks described below. The risks relating to the Group, its industry and the Shares summarised in the section of this document headed "Summary" are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Shares. However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this document headed "Summary" but also, among other things, the risks and uncertainties described below.

The risk factors described below are not an exhaustive list or explanation of all risks which investors may face when making an investment in the Shares. Additional risks and uncertainties relating to the Group that are not currently known to the Group, or that it currently deems immaterial, may individually or cumulatively also have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects. If any such risk, or any of the risks described below, should materialise, the price of the Shares may decline and investors could lose all or part of their investment. Investors should consider carefully whether an investment in the Shares is suitable for them in the light of the information in this document and their personal circumstances.

Prospective investors should read this section in conjunction with this entire document (including the information incorporated into this document by reference).

RISKS RELATED TO THE GROUP'S BUSINESS AND INDUSTRY

Volatility and future decreases in natural gas, NGLs and oil prices could materially and adversely affect the Group's business, results of operations, financial condition, cash flows or prospects.

The Group's business, results of operations, financial condition, cash flows or prospects depend substantially upon prevailing natural gas, NGL and oil prices, which may be adversely impacted by unfavorable global, regional and national macroeconomic conditions, including but not limited to instability related to the military conflict in Ukraine and the Israel-Gaza war. Natural gas, NGLs and oil are commodities for which prices are determined based on global and regional demand, supply and other factors, all of which are beyond the Group's control.

Historically, prices for natural gas, NGLs and oil have fluctuated widely for many reasons, including:

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It is impossible to accurately predict future gas, NGL and oil price movements. Historically, natural gas prices have been highly volatile and subject to large fluctuations in response to relatively minor changes in the demand for natural gas. According to the U.S. Energy Information Administration, the historical high and low Henry Hub natural gas spot prices for the following periods were as follows: in 2022, high of $9.85 and low of $3.46, in 2023, high of $3.78 and low of $1.74, and in 2024, high of $13.20 and low of $1.21 - highlighting the volatile nature of commodity prices.

The economics of producing from some wells and assets may also result in a reduction in the volumes of the Group's reserves which can be produced commercially, resulting in decreases to the Group's reported reserves. Additionally, further reductions in commodity prices may result in a reduction in the volumes of the Group's reserves. The Group might also elect not to continue production from certain wells at lower prices, or the Group's license partners may not want to continue production regardless of the Group's position.

Each of these factors could result in a material decrease in the value of the Group's reserves, which could lead to a reduction in the Group's natural gas, NGLs and oil development activities and acquisition of additional reserves. In addition, certain development projects or potential future acquisitions could become unprofitable as a result of a decline in price and could result in the Group postponing or canceling a planned project or potential acquisition, or if it is not possible to cancel, to carry out the project or acquisition with negative economic impacts. Further, a reduction in natural gas, NGL or oil prices may lead the Group's producing fields to be shut down and to be entered into the decommissioning phase earlier than estimated.

The Group's revenues, cash flows, operating results, profitability, dividends, future rate of growth and the carrying value of the Group's gas and oil properties depend heavily on the prices the Group receives for natural gas, NGLs and oil sales. Commodity prices also affect the Group's cash flows available for capital investments and other items, including the amount and value of the Group's gas and oil reserves. In addition, the Group may face gas and oil property impairments if prices fall significantly. In light of the continuing increase in supply coming from the Utica and Marcellus shale plays of the Appalachian Basin, no assurance can be given that commodity prices will remain at levels which enable the Group to do business profitably or at levels that make it economically viable to produce from certain wells and any material decline in such prices could result in a reduction of the Group's net production volumes and revenue and a decrease in the valuation of the Group's production properties, which could materially and adversely impact the Group's business, results of operations, financial condition, cash flows or prospects.

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The Group conducts its business in a highly competitive industry.

The gas and oil industry is highly competitive. The key areas in which the Group faces competition include:

Competition in the Group's markets is intense and depends, among other things, on the number of competitors in the market, their financial resources, their degree of geological, geophysical, engineering and management expertise and capabilities, their degree of vertical integration and pricing policies, their ability to develop properties on time and on budget, their ability to select, acquire and develop reserves and their ability to foster and maintain relationships with the relevant authorities. The cost to attract and retain qualified and experienced personnel has increased and may increase substantially in the future.

The Group's competitors also include those entities with greater technical, physical and financial resources than the Group. Finally, companies and certain private equity firms not previously investing in natural gas and oil may choose to acquire reserves to establish a firm supply or simply as an investment. Any such companies will also increase market competition which may directly affect the Group.

The effects of operating in a competitive industry may include:

If the Group is unsuccessful in competing against other companies, the Group's business, results of operations, financial condition, cash flows or prospects could be materially and adversely affected.

The Group may experience delays in production, transportation and marketing.

Various production, transportation and marketing conditions may cause delays in natural gas, NGLs and oil production and adversely affect the Group's business. For example, the gas gathering systems that the Group owns connect to other pipelines or facilities which are owned and operated by third parties. These pipelines and other midstream facilities and others upon which the Group relies on may become unavailable because of testing, turnarounds, line repair, reduced operating pressure, lack of operating capacity, regulatory requirements, curtailments of receipt or deliveries due to insufficient capacity or because of damage. In periods where NGL prices are high, the Group benefits greatly from the ability to process NGLs. The Group's largest processors of Appalachian NGLs are the MarkWest Energy Partners, L.P., plant located in Langley, Kentucky, and the Blackbear Plant located in De Soto Parish, Louisiana. If the Group were to lose the ability to process NGLs at these plants during a period of high pricing, the Group's revenues would be negatively impacted. As a short-term measure, the Group could divert the natural gas through other pipeline routes; however, certain pipeline operators would eventually decline to transport the gas due to its liquid content at a level that would exceed tariff specifications for those pipelines. The lack of available capacity on third-party systems and facilities could reduce the price offered for the Group's production or result in the shut-in of producing wells. Any significant changes affecting these infrastructure systems and facilities, as well as any delays in constructing new infrastructure systems and facilities, could delay the Group's production, which could materially and adversely impact the Group's business, results of operations, financial condition, cash flows or prospects.

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The Group faces production risks and hazards, including severe weather events, that may affect the Group's ability to produce natural gas, NGLs and oil at expected levels, quality and costs that may result in additional liabilities to the Group.

The Group's natural gas and oil production operations are subject to numerous risks common to its industry, including, but not limited to, premature decline of reservoirs, incorrect production estimates, invasion of water into producing formations, geological uncertainties such as unusual or unexpected rock formations and abnormal geological pressures, low permeability of reservoirs, contamination of natural gas and oil, blowouts, oil and other chemical spills, explosions, fires, equipment damage or failure, challenges relating to transportation, pipeline infrastructure, natural disasters, uncontrollable flows of oil, natural gas or well fluids, adverse and severe weather conditions, shortages of skilled labor, delays in obtaining regulatory approvals or consents, pollution and other environmental risks.

If any of the above events occur, environmental damage, including biodiversity loss or habitat destruction, injury to persons or property and other species and organisms, loss of life, failure to produce natural gas, NGLs and oil in commercial quantities or an inability to fully produce discovered reserves could result. These events could also cause substantial damage to the Group's property or the property of others and the Group's reputation and put at risk some or all of the Group's interests in licenses, which enable the Group to produce, and could result in the incurrence of fines or penalties, criminal sanctions potentially being enforced against the Group and its management, as well as other governmental and third-party claims. Consequent production delays and declines from normal field operating conditions and other adverse actions taken by third parties may result in revenue and cash flow levels being adversely affected.

Moreover, should any of these risks materialise, the Group could incur legal defense costs, remedial costs and substantial losses, including those due to injury or loss of life, human health risks, severe damage to or destruction of property, natural resources and equipment, environmental damage, unplanned production outages, clean-up responsibilities, regulatory investigations and penalties, increased public interest in the Group's operational performance and suspension of operations, which could materially and adversely impact the Group's business, results of operations, financial condition, cash flows or prospects.

The levels of the Group's natural gas and oil reserves and resources, their quality and production volumes may be lower than estimated or expected.

The reserves data contained in the 2024 Annual Report for the Group incorporated by reference into this document have been audited by Netherland, Sewell & Associates, Inc. ("NSAI") unless stated otherwise. The standards utilised to prepare the reserves information that has been extracted in this document may be different from the standards of reporting adopted in other jurisdictions. Investors, therefore, should not assume that the data found in the reserves information set forth in the 2024 Annual Report or in respect of the Maverick Group, incorporated by reference into this document is directly comparable to similar information that has been prepared in accordance with the reserve reporting standards of other jurisdictions.

In general, estimates of economically recoverable natural gas, NGLs and oil reserves are based on a number of factors and assumptions made as of the date on which the reserves estimates were determined, such as geological, geophysical and engineering estimates (which have inherent uncertainties), historical production from the properties or analogous reserves, the assumed effects of regulation by governmental agencies and estimates of future commodity prices, operating costs, gathering and transportation costs and production related taxes, all of which may vary considerably from actual results.

Underground accumulations of hydrocarbons cannot be measured in an exact manner and estimates thereof are a subjective process aimed at understanding the statistical probabilities of recovery. Estimates of the quantity of economically recoverable natural gas and oil reserves, rates of production and, where applicable, the timing of development expenditures depend upon several variables and assumptions, including the following:

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As all reserve estimates are subjective, each of the following items may differ materially from those assumed in estimating reserves:

Many of the factors in respect of which assumptions are made when estimating reserves are beyond the Group's control and therefore these estimates may prove to be incorrect over time. Evaluations of reserves necessarily involve multiple uncertainties. The accuracy of any reserves evaluation depends on the quality of available information and natural gas, NGLs and oil engineering and geological interpretation. Furthermore, less historical well production data is available for unconventional wells because they have only become technologically viable in the past twenty years and the long-term production data is not always sufficient to determine terminal decline rates. In comparison, some conventional wells in the Group's and Maverick Group's portfolio have been productive for a much longer time. As a result, there is a risk that estimates of the Group's and Maverick Group's shale reserves are not as reliable as estimates of the conventional well reserves that have a longer historical profile to draw on.

Interpretation, testing and production after the date of the estimates may require substantial upward or downward revisions in the Group's and Maverick Group's reserves and resources data. Moreover, different reserve engineers may make different estimates of reserves and cash flows based on the same available data. Actual production, revenues and expenditures with respect to reserves will vary from estimates and the variances may be material.

If the assumptions upon which the estimates of the Group's and/or Maverick Group's natural gas and oil reserves prove to be incorrect or if the actual reserves available to the Group and/or Maverick Group (or the operator of an asset in the Group has an interest) are otherwise less than the current estimates or of lesser quality than expected, the Group may be unable to recover and produce the estimated levels or quality of natural gas, NGLs or oil set out in this document and this may materially and adversely affect the Group's business, results of operations, financial condition, cash flows or prospects.

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The PV-10 will not necessarily be the same as the current market value of the Group's estimated natural gas, NGL and oil reserves.

Investors should not assume that the present value of future net cash flows from the Group's reserves is the current market value of the Group's estimated natural gas, NGL and oil reserves. Actual future net cash flows from the Group's natural gas and oil properties will be affected by factors such as:

The timing of both the Group's production and the Group's incurrence of expenses in connection with the development and production of the Group's natural gas and oil properties will affect the timing and amount of actual future net cash flows from reserves, and thus their actual present value. In addition, the 10% discount factor the Group uses when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with the Group or the natural gas and oil industry in general. Actual future prices and costs may differ materially from those used in the present value estimate.

The Group may face unanticipated increased or incremental costs in connection with decommissioning obligations such as plugging.

In the future, the Group may become responsible for costs associated with abandoning and reclaiming wells, facilities and pipelines which the Group uses for the processing of natural gas and oil reserves. With regards to plugging, the Group is a party to agreements with regulators in the states of Ohio, West Virginia, Kentucky and Pennsylvania, setting forth plugging and abandonment schedules spanning a period ranging from 5 to 10 years. In the future, the Group may become subject to additional plugging obligation schedules with various States and regulators under contracts or current or future laws and regulations. The Group will incur such decommissioning costs at the end of the operating life of some of the Group's 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, the shortage of plugging vendors, difficult terrain or weather conditions or experience at other production sites. The expected timing and amount of expenditure can also change, for example, in response to changes in reserves, wells losing commercial viability sooner than forecasted 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. The use of other funds to satisfy such decommissioning costs may impair the Group's ability to focus capital investment in other areas of the Group's business, which could materially and adversely affect the Group's business, results of operations, financial condition, cash flows or prospects.

The Group may not be able to keep pace with technological developments in its industry or be able to implement them effectively.

The natural gas and oil industry is characterised by rapid and significant technological advancements and introductions of new products and services using new technologies, such as emissions controls and processing technologies. Rapid technological advancements in information technology and operational technology domains require seamless integration. Failure to integrate these technologies efficiently may result in operational inefficiencies, security vulnerabilities, and increased costs.

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During mergers and acquisitions, integrating technology assets from acquired companies can be complex. Poor integration may lead to data inconsistencies, security gaps and operational disruptions. Technology systems are also susceptible to cybersecurity threats, including malware, data breaches, and ransomware attacks. These threats may disrupt operations, compromise sensitive data and lead to significant financial losses. Further, inefficient data management practices may result in data breaches, data loss and missed opportunities for operational insights. The presence of legacy technology systems can also pose challenges, as they may lack modern security features, making them vulnerable to cyber threats and necessitating costly upgrades.

As others use or develop new technologies, the Group may be placed at a competitive disadvantage or may be forced by competitive pressures to implement those new technologies at substantial costs. In addition, other natural gas and oil companies may have greater financial, technical and personnel resources that allow them to enjoy technological advantages, which may in the future allow them to implement new technologies before the Group can. Additionally, reliance on global supply chains for information technology hardware, software and operational technology equipment exposes the industry to supply chain disruptions, shortages and cybersecurity risks. The rapid advancement and adoption of artificial intelligence (AI) technologies by competitors may also create operational and strategic risks and place the Group at a competitive disadvantage, particularly if the Group is unable to integrate such technologies effectively or at a comparable pace.

If one or more of the technologies used now or in the future were to become obsolete, the Group's business, results of operations, financial condition, cash flows or prospects could be materially and adversely affected if competitors gain a material competitive advantage.

A lowering or withdrawal of the ratings, outlook or watch assigned to the Group or its asset-backed securities or Nordic Bonds by rating agencies may increase the Group's future borrowing costs and reduce its access to capital.

The rating, outlook or watch assigned to the Group or its asset-backed securities or Nordic Bonds could be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, current or future circumstances relating to the basis of the rating, outlook, or watch such as adverse changes to the Group's business, so warrant. The Group's credit ratings may also change as a result of the differing methodologies or changes in the methodologies used by the rating agencies. Any future lowering of the Group's asset-backed securities or Nordic Bonds ratings, outlook or watch would likely make it more difficult or more expensive for the Group to obtain additional debt financing.

It is also possible that such ratings may be lowered in connection with the Group's dual listing or in connection with future events, such as future acquisitions. Holders of the Shares will have no recourse against the Group or any other parties in the event of a change in or suspension or withdrawal of such ratings. Any lowering, suspension or withdrawal of such ratings could materially and adversely affect the Group's business, results of operations, financial condition, cash flows or prospects.

Deterioration in the economic conditions in any of the industries in which the Group's customers operate, a US or worldwide financial downturn, or negative credit market conditions could have a material adverse effect on the Group's liquidity, results of operations, business and financial condition that it cannot predict.

Economic conditions in a number of industries in which the Group's customers operate have experienced substantial deterioration in the past, resulting in reduced demand for natural gas and oil. Renewed or continued weakness in the economic conditions of any of the industries the Group serves or that are served by the Group's customers, or the increased focus by markets on carbon-neutrality, could adversely affect the Group's business, financial condition, results of operation and liquidity in a number of ways. For example:

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The Group's operations are subject to a series of risks relating to climate change.

Continued public concern regarding climate change and potential mitigation through regulation could have a material impact on the Group's business. While the current U.S. administration has lessened existing regulations, other international agreements, regional, state and local legislation, and regulatory measures to limit GHG emissions are currently in place or in various stages of discussion or implementation. Given that some of the Group's operations are associated with emissions of GHGs, GHG emissions-related laws, policies and regulations may still result in substantial capital, compliance, operating and maintenance costs, with the level of expenditure varying depending on the laws enacted by particular countries, states, provinces and municipalities.

Internationally, the United Nations-sponsored "Paris Agreement" requires member nations to individually determine and submit non-binding emissions reduction targets every five years after 2020. In November 2021, the international community gathered in Glasgow at the 26th Conference of the Parties to the UN Framework Convention on Climate Change, during which multiple announcements were made, including a call for parties to eliminate certain fossil fuel subsidies and pursue further action on non-carbon dioxide GHGs. In January 2025, President Trump signed an executive order directing the United States to withdraw from the Paris Agreement. Despite any directed and future withdrawals and rolling back of GHG commitments by the U.S. government, emission reduction targets and other provisions of legislative or regulatory initiatives and policies enacted in the future by the United States may still be possible or, in the absence of federal action, some states in which the Group operates may become more active and focused on taking legislative or regulatory actions aimed at climate change and minimizing GHG emissions. This could adversely impact the Group's business by imposing increased costs in the form of higher taxes or increases in the prices of emission allowances, limiting the Group's ability to develop new gas and oil reserves, transport hydrocarbons through pipelines or other methods to market, decreasing the value of the Group's assets, or reducing the demand for hydrocarbons and refined petroleum products. Further, the consequences of the effects of global climate change and the continued political and societal attention afforded to mitigating the effects of climate change may generate adverse investor and stakeholder sentiment towards the hydrocarbon industry and negatively impact the ability to invest in the sector. Similarly, longer term reduction in the demand for hydrocarbon products due to the pace of commercial deployment of alternative energy technologies or due to shifts in consumer preference for lower GHG emissions products could reduce the demand for the hydrocarbons that the Group produces.

Further, in response to concerns related to climate change, companies in the fossil fuel sector may be exposed to increasing financial risks. Financial institutions, including investment advisors and certain sovereign wealth, pension and endowment funds, may elect in the future to shift some or all of their investment into non-fossil fuel related sectors. Some institutional lenders who provide financing to fossil-fuel energy companies may elect in the future to limit or not provide funding for fossil fuel energy companies. A material reduction in the capital available to the fossil fuel industry could make it more difficult to secure funding for exploration, development, production, and transportation activities, which could in turn materially and adversely affect the Group's business, results of operations, financial condition, cash flows or prospects.

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The Group may also be subject to activism from environmental non-governmental organisations ("NGOs") campaigning against fossil fuel extraction or negative publicity from media alleging inadequate remedial actions to retire non-producing wells effectively, which could affect the Group's reputation, disrupt its programs, require the Group to incur significant, unplanned expense to respond or react to intentionally disruptive campaigns or media reports, create blockades to interfere with operations or otherwise adversely impact the Group's business, results of operations, financial condition, cash flows or prospects. Litigation risks are also increasing as a number of entities have sought to bring suit against various oil and natural gas companies in state or federal court, alleging among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.

Finally, the Group's operations are subject to disruption from the physical effects that may be caused or aggravated by climate change. These include risks from extreme weather events, such as hurricanes, severe storms, floods, heat waves, and ambient temperature increases, as well as wildfires, each of which may become more frequent or more severe as a result of climate change.

The Group relies on third-party infrastructure that it does not control and/or, in each case, is subject to tariff charges that it does not control.

A significant portion of the Group's production passes through third-party owned and controlled infrastructure. If these third-party pipelines or liquids processing facilities experience any event that causes an interruption in operations or a shut-down such as mechanical problems, an explosion, adverse weather conditions, a terrorist attack or labor dispute, the Group's ability to produce or transport natural gas could be severely affected. For example, the Group has an agreement with a third party where approximately 39% of the NGLs sold by the Group during the year ending 31 December 2024 were processed at the third party's facility in Kentucky. Any material decrease in the Group's ability to process or transport its natural gas through third-party infrastructure could have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects.

The Group's use of third-party infrastructure may be subject to tariff charges. Although the Group seeks to manage its flow via its midstream infrastructure, the Group may not always be able to avoid higher tariffs or basis blowouts due to the lack of interconnections. In such instances, the tariff charges can be substantial and the cost is not subject to the Group's direct control, although the Group may have certain contractual or governmental protections and rights. Generally, the operator of the gathering or transmission pipelines sets these tariffs and expenses on a cost sharing basis according to the Group's proportionate hydrocarbon through-put of that facility. A provisional tariff rate is applied during the relevant year and then finalised the following year based on the actual final costs and final through-put volumes. Such tariffs are dependent on continued production from assets owned by third parties and, may be priced at such a level as to lead to production from the Group's assets ceasing to be economic and thus may have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects.

Furthermore, the Group's use of third-party infrastructure exposes it to the possibility that such infrastructure will cease to be operational or be decommissioned and therefore require the Group to source alternative export routes and/or prevent economic production from the Group's assets. This could also have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects.

Failure by the Group, its contractors or its primary offtakers to obtain access to necessary equipment and transportation systems could materially and adversely affect the Group's business, results of operations, financial condition, cash flows or prospects.

The Group relies on its natural gas and oil field suppliers and contractors to provide materials and services that facilitate the Group's production activities, including plugging and abandonment contractors. Any competitive pressures on the oil field suppliers and contractors could result in a material increase of costs for the materials and services required to conduct the Group's business and operations. For example, the Group is dependent on the availability of plugging vendors to help it satisfy abandonment schedules that the Group has agreed to with the states of Ohio, West Virginia, Kentucky and Pennsylvania. In the future, the Group may become subject to additional plugging obligation schedules with various States and regulators under contracts or current or future laws and regulations. Such personnel and services can be scarce and may not be readily available at the times and places required. Future cost increases could have a material adverse effect on the Group's asset retirement liability, operating income, cash flows and borrowing capacity and may require a reduction in the carrying value of the Group's properties, the Group's planned level of spending for development and the level of the Group's reserves. Prices for the materials and services the Group depends on to conduct its business may not be sustained at levels that enable the Group to operate profitably.

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The Group and its offtakers rely, and any future offtakers will rely, upon the availability of pipeline and storage capacity systems, including such infrastructure systems that are owned and operated by third parties. As a result, the Group may be unable to access or source alternatives for the infrastructure and systems which it currently uses or plans to use, or otherwise be subject to interruptions or delays in the availability of infrastructure and systems necessary for the delivery of its natural gas, NGLs and oil to commercial markets. In addition, such infrastructure may be close to its design life and decisions may be taken to decommission such infrastructure or perform life extension work to maintain continued operations. Any of these events could result in disruptions to the Group's projects and thereby impact the Group's ability to deliver natural gas, NGLs and oil to commercial markets and/or may increase the Group's costs associated with the production of natural gas, NGLs and oil reliant upon such infrastructure and systems. Further, the Group's offtakers could become subject to increased tariffs imposed by government regulators or the third-party operators or owners of the transportation systems available for the transport of the Group's natural gas, NGLs and oil, which could result in decreased offtaker demand and downward pricing pressure.

If the Group is unable to access infrastructure systems facilitating the delivery of its natural gas, NGLs and oil to commercial markets due to the Group's contractors or primary offtakers being unable to access the necessary equipment or transportation systems, the Group's operations will be adversely affected. If the Group is unable to source the most efficient and expedient infrastructure systems for its assets then delivery of its natural gas, NGLs and oil to the commercial markets may be negatively impacted, as may its costs associated with the production of natural gas, NGLs and oil reliant upon such infrastructure and systems.

A proportion of the Group's equipment has substantial prior use and significant expenditure may be required to maintain operability and operations integrity.

A part of the Group's business strategy is to optimise or refurbish producing assets where possible to maximise the efficiency of the Group's operations while avoiding significant expenses associated with purchasing new equipment. The Group's producing assets and midstream infrastructure require ongoing maintenance to ensure continued operational integrity. For example, some older wells may struggle to produce suitable line pressure and will require the addition of compression to push natural gas. Despite the Group's planned operating and capital expenditures, there can be no guarantee that the Group's assets or the assets it uses will continue to operate without fault and not suffer material damage in this period through, for example, wear and tear, severe weather conditions, natural disasters or industrial accidents. If the Group's assets, or the assets it uses, do not operate at or above expected efficiencies, the Group's may be required to make substantial expenditures beyond the amounts budgeted. Any material damage to these assets or significant capital expenditure on these assets for improvement or maintenance may have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects. In addition, as with planned operating and capital expenditure, there is no guarantee that the amounts expended will ensure continued operation without fault or address the effects of wear and tear, severe weather conditions, natural disasters or industrial accidents. The Group cannot guarantee that such optimisation or refurbishment will be commercially feasible to undertake in the future and the Group cannot provide assurance that it will not face unexpected costs during the optimisation or refurbishment process.

The Group depends on its directors, key members of management, independent experts, technical and operational service providers and on the Group's ability to retain and hire such persons to effectively manage its growing business.

The Group's future operating results depend in significant part upon the continued contribution of its directors, key senior management and technical, financial and operations personnel. Management of the Group's growth will require, among other things, stringent control of financial systems and operations, the continued development of the Group's control environment, the ability to attract and retain sufficient numbers of qualified management and other personnel, the continued training of such personnel and the presence of adequate supervision.

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In addition, the personal connections and relationships of the Group's directors and key management are important to the conduct of its business. If the Group were to unexpectedly lose a member of its key management or fail to maintain one of the strategic relationships of its key management team, the Group's business, results of operations, financial condition, cash flows or prospects could be materially and adversely affected. In particular, the Group is highly dependent on its Chief Executive Officer, Robert Russell "Rusty" Hutson, Jr. Acquisitions are a key part of the Group's strategy, and Mr. Hutson has been instrumental in sourcing them and securing their financing. Furthermore, as the Group's founder, Mr. Hutson is strongly associated with its success, and if he were to cease being the Chief Executive Officer, perception of the Group's future prospects may be diminished. The Group is not insured against certain losses resulting from the death of Mr. Hutson or any of its other employees.

Attracting and retaining additional skilled personnel will be fundamental to the continued growth and operation of the Group's business. The Group requires skilled personnel in the areas of development, operations, engineering, business development, natural gas, NGLs and oil marketing, finance and accounting relating to its projects. Personnel costs, including salaries, are increasing as industry wide demand for suitably qualified personnel increases. The Group may not successfully attract new personnel and retain existing personnel required to continue to expand its business and to successfully execute and implement its business strategy.

The Group may face unanticipated water and other waste disposal costs.

The Group may be subject to regulation that restricts its ability to manage or discharge water produced as part of its natural gas, oil and NGL production operations. Productive zones frequently contain water that must be removed for the natural gas, oil and NGL to produce, and the Group's ability to remove and dispose of sufficient quantities of water from the various zones will determine whether it can produce natural gas, oil and NGL in commercial quantities. The produced water must be transported from the leasehold and/or injected into disposal wells. The availability of disposal wells with sufficient capacity to receive all of the water produced from the Group's wells may affect its ability to produce its wells. Also, the cost to transport and dispose of that water, including the cost of complying with regulations concerning water disposal, may reduce the Group's profitability. The Group has entered into various water management services agreements which provide for the disposal of its produced water by established counterparties. If these counterparties fail to perform, the Group may have to shut in wells, reduce drilling activities, or upgrade facilities for water handling or treatment. The costs to dispose of this produced water may increase for a number of reasons, including if new laws and regulations require water to be disposed in a different manner.

In 2016, the EPA adopted effluent limitations for the treatment and discharge of wastewater resulting from onshore unconventional natural gas, oil and NGL extraction facilities to publicly owned treatment works. In addition, the injection of fluids gathered from natural gas, oil and NGL producing operations in underground disposal wells has been identified by some groups and regulators as a potential cause of increased seismic events in certain areas of the country, including the states of West Virginia, Ohio and Kentucky in the Appalachian Basin as well as Oklahoma, Texas and Louisiana in the Group's Central Region. Certain states, including those located in the Appalachian Basin have adopted, or are considering adopting, laws and regulations that may restrict or prohibit oilfield fluid disposal in certain areas or underground disposal wells, and state agencies implementing those requirements may issue orders directing certain wells in areas where seismic events have occurred to restrict or suspend disposal well permits or operations or impose certain conditions related to disposal well construction, monitoring, or operations. Any of these developments could increase the Group's cost to dispose of its produced water.

The Group may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs.

Pursuant to the authority under the Natural Gas Pipeline Safety Act of 1968 ("NGPSA") and Hazardous Liquid Pipeline Safety Act of 1979 ("HLPSA"), as amended by the Pipeline Safety Improvement Act of 2002 ("PSIA"), the Pipeline Inspection, Protection, Enforcement and Safety Act of 2006 ("PIPESA") and the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (the "2011 Pipeline Safety Act"), the Pipeline and Hazardous Materials Safety Administration ("PHMSA") has promulgated regulations requiring pipeline operators to develop and implement integrity management programs for certain gas and hazardous liquid pipelines that, in the event of a pipeline leak or rupture could affect high consequence areas ("HCAs"), which are areas where a release could have the most significant adverse consequences, including high-population areas, certain drinking water sources and unusually sensitive ecological areas. These regulations require operators of covered pipelines to:

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In addition, states in the US have adopted regulations similar to existing PHMSA regulations for certain intrastate gas and hazardous liquid pipelines. At this time, the Group cannot predict the ultimate cost of compliance with applicable pipeline integrity management regulations, as the cost will vary significantly depending on the number and extent of any repairs found to be necessary as a result of pipeline integrity testing, but the results of these tests could cause the Group to incur significant and unanticipated capital and operating expenditures for repairs or upgrades deemed necessary to ensure the safe and reliable operation of the Group's pipelines.

The 2011 Pipeline Safety Act amends the NGPSA and HLPSA pipeline safety laws, requiring increased safety measures for gas and hazardous liquids pipelines. Among other things, the 2011 Pipeline Safety Act directs the Secretary of Transportation to promulgate regulations relating to expanded integrity management requirements, automatic or remote-controlled valve use, excess flow valve use, leak detection system installation, testing to confirm the material strength of certain pipelines, and operator verification of records confirming the maximum allowable pressure of certain intrastate gas transmission pipelines. Additionally, pursuant to one of the requirements of the 2011 Pipeline Safety Act, in May 2016, PHMSA proposed rules to impose more stringent requirements for certain gas lines, extend certain of PHMSA's current regulatory safety programs for gas pipelines beyond HCAs to cover gas pipelines found in newly defined "moderate consequence areas" that contain as few as five dwellings within the potential impact area and require gas pipelines installed before 1970 that were exempted from certain pressure testing obligations to be tested to determine their maximum allowable operating pressures ("MAOP"). Other requirements proposed by PHMSA, which were split into several final rules that became effective in two waves (July 2020 and May 2022), include: reporting to PHMSA in the event of certain MAOP exceedances; strengthening PHMSA integrity management requirements; considering seismicity in evaluating threats to a pipeline; conducting hydrostatic testing for certain pipeline segments, especially those with grandfathered MAOP; manufactured using longitudinal seam welds; and using more detailed guidance from PHMSA in the selection of assessment methods to inspect pipelines; and requirements for fathering lines, especially for larger, higher-pressure lines. In January 2017, PHMSA finalised new regulations for hazardous liquid pipelines that significantly extend and expand the reach of certain PHMSA integrity management requirements (i.e., periodic assessments, repairs and leak detection), regardless of the pipeline's proximity to an HCA. The final rule also requires all pipelines in or affecting an HCA to be capable of accommodating in-line inspection tools within the next 20 years. In addition, the final rule extends annual and accident reporting requirements to gravity lines and all gathering lines and also imposes inspection requirements on pipelines in areas affected by extreme weather events and natural disasters, such as hurricanes, landslides, floods, earthquakes, or other similar events that are likely to damage infrastructure. PHMSA regularly revises its pipeline safety regulations. For example, in June 2016, President Obama signed the Protecting our Infrastructure of Pipelines and Enhancing Safety Act of 2016 (the "2016 PIPES Act") into law. The 2016 PIPES Act reauthorised PHMSA through 2019, and facilitates greater pipeline safety by providing PHMSA with emergency order authority, including authority to issue prohibitions and safety measures on owners and operators of gas or hazardous liquid pipeline facilities to address imminent hazards, without prior notice or an opportunity for a hearing, as well as enhanced release reporting requirements, requiring a review of both natural gas and hazardous liquid integrity management programs, and mandating the creation of a working group to consider the development of an information-sharing system related to integrity risk analyses. The 2016 PIPES Act also required that PHMSA publish periodic updates on the status of those mandates outstanding from the 2011 Pipeline Safety Act. PHMSA published a three-part "Mega Rule", between 2019 and 2022, including rules focused on: the safety of gas transmission pipelines, the safety of hazardous liquid pipelines and enhanced emergency order procedures. PHMSA finalised the first part of the rule, which primarily addressed maximum operating pressure and integrity management near HCAs for onshore gas transmission pipelines, in October 2019. PHMSA finalised the second part of the rule, which extended federal safety requirements to onshore gas gathering pipelines with large diameters and high operating pressures, in November 2021. PHMSA published the final of the three components of the Mega Rule in August 2022, which took effect in May 2023. The final rule applies to onshore gas transmission pipelines, and clarifies integrity management regulations, expands corrosion control requirements, mandates inspection after extreme weather events, and updates existing repair criteria for both HCA and non-HCA pipelines. No new additions to the 2016 PIPES Act have followed since 2023, providing no reauthorization for PHMSA. However, PHMSA continues to operate and enforce existing regulations, with its ability to receive new federal funding is more limited. Finally, PHMSA published a Notice of Proposed Rulemaking regarding more stringent gas pipeline leak detection and repair requirements to reduce natural gas emissions on 18 May 2023. After public comment, PHMSA's Leak Detection and Repair ("LDAR") rule was finalized in early 2025.

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The LDAR rule aims to enhance pipeline safety by reducing fugitive emissions and vented emissions from gas transmission, distribution, and gathering pipeline facilities, underground natural gas storage facilities, and liquefied natural gas facilities. It increases the frequency of requisite leak surveys and patrolling of certain pipelines, places requirements on the type of leak detection equipment that must be used to meet performance standards, and requires timely repair of all but the smallest leaks (which must be classified and prioritized for repair based on the appropriate classification). The LDAR rule also place restrictions on blowdowns, has design and configuration requirements for new and modified pressure relief/limiting devices, requires written procedures to eliminate/minimizes leaks and releases, and alters certain leak reporting requirements. The rule may result in increased operating and compliance costs related to inspection, monitoring, reporting, and repairing infrastructure, but the magnitude of such costs is presently uncertain. Moreover, federal and state legislative and regulatory initiatives relating to pipeline safety that require the use of new or more stringent safety controls or result in more stringent enforcement of applicable legal requirements could subject the Group to increased capital costs, operational delays and costs of operation.

Moreover, for 2025, the maximum civil penalties PHMSA can impose are $259,234 per pipeline safety violation per day, with a maximum of $2,592,340 for a related series of violations. These amounts will adjust for inflation in 2026, with an announcement from PHMSA as to the specific amounts expected in early 2026. The safety enhancement requirements and other provisions of the 2011 Pipeline Safety Act as well as any implementation of PHMSA regulations thereunder or any issuance or reinterpretation of guidance by PHMSA or any state agencies with respect thereto could require the Group to install new or modified safety controls, pursue additional capital projects or conduct maintenance programs on an accelerated basis, any or all of which tasks could result in the Group incurring increased operating costs that could have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects. States are also pursuing regulatory programs intended to safely build pipeline infrastructure. The adoption of new or amended federal or state rules or regulations that result in more stringent or costly pipeline integrity management or safety standards could have a significant adverse effect on the Group and similarly situated midstream operators.

The Group is currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine and more recently, the Israel-Gaza war. The Group's business may be adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. In February 2022, a full-scale military invasion of Ukraine by Russian troops transpired. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine has led, and could continue to lead, to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

Additionally, Russia's prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic, including agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") payment system, expansive bans on imports and exports of products to and from Russia and bans on the exportation of U.S. denominated banknotes to Russia or persons located there. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for the Group to obtain additional funds.

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Additionally, on 7 October 2023, Hamas, a U.S. designated terrorist organisation, launched a series of coordinated attacks from the Gaza Strip onto Israel. On 8 October 2023, Israel formally declared war on Gaza, and the armed conflict is ongoing as of the date of this document. Hostilities between Israel and Gaza could escalate and involve surrounding countries in the Middle East. The Group is actively monitoring the situation in Ukraine and Israel and assessing its impact on the Group's business. To date the Group has not experienced any material interruptions in its infrastructure, supplies, technology systems or networks needed to support its operations given its operating areas are exclusively located within the Central Region and the Appalachian Basins of the U.S. The Group has no way to predict the progress or outcome of the conflict in Ukraine or Israel or their impacts in Ukraine, Russia, Belarus, Israel or the Gaza Strip as the conflicts, and any resulting government reactions, are rapidly developing and beyond the Group's control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and the Group's business for an unknown period of time. Any of the aforementioned factors could materially and adversely affect the Group's business, results of operations, financial condition, cash flows or prospects. Any such disruptions may also magnify the impact of other risks described in this document.

RISKS RELATING TO THE GROUP'S FINANCING, ACQUISITIONS, INVESTMENT AND INDEBTEDNESS

Inflation may adversely affect the Group by increasing costs beyond what it can recover through price increases and limit the Group's ability to enter into future debt financing.

Inflation can adversely affect the Group by increasing costs of materials, equipment, labor and other services. In addition, inflation is often accompanied by higher interest rates. Continued inflationary pressures could impact the Group's profitability. Though the Directors believe that the rates of inflation in recent years, have not had a significant impact on the Group's operations, a continued increase in inflation, including inflationary pressure on labor, could result in increases to the Group's operating costs, and the Group may be unable to pass these costs on to its customers. These inflationary pressures could also adversely impact the Group's ability to procure materials and equipment in a cost-effective manner, which could result in reduced margins and production delays and, as a result, the Group's business, financial condition, results of operations and cash flows could be materially and adversely affected. The Group continues to undertake actions and implement plans to address these inflationary pressures and protect the requisite access to materials and equipment. With respect to the Group's costs of capital, the ABS Notes are fixed-rate instruments (subject to adjustment pursuant to the sustainability-linked features) and as of 30 June 2025, the Group had approximately $473 million outstanding on its Credit Facility and approximately $300 million outstanding on the Nordic Bonds. Nevertheless, inflation may also affect the Group's ability to enter into future debt financing, including refinancing of the Credit Facility or the Nordic Bonds or issuing additional SPV-level asset backed securities, as high inflation may result in a relative increase in the cost of debt capital.

The Group is taking efforts to mitigate inflationary pressures, by working closely with other suppliers and service providers to ensure procurement of materials and equipment in a cost-effective manner. However, these mitigation efforts may not succeed or may be insufficient.

Concerns about global economic growth have had a significant adverse impact on global financial markets and commodity prices. If the economic climate in the United States or abroad deteriorates, worldwide demand for petroleum products could diminish further, which could impact the price at which natural gas, NGLs and oil can be sold, which could materially and adversely affect the Group's business, results of operations, financial condition, cash flows or prospects.

21

There are risks inherent in the Group's acquisitions of natural gas and oil assets.

Acquisitions are an essential part of the Group's strategy for protecting and growing cash flow, particularly in relation to the risk that some of the Group's wells may have a higher than anticipated production decline rate. Over the past several years, the Group has undertaken a number of acquisitions of natural gas and oil assets (and of companies holding such assets), including, but not limited to the acquisition of certain assets of Oaktree Capital Management, L.P., the acquisition of certain assets of Crescent Pass, the acquisition of certain assets of Carbon Energy Corporation, the acquisition of certain assets and infrastructure of EQT Corporation, the acquisition of certain assets from Triad Hunter, LLC, the acquisition of 51.25% working interest in certain assets and infrastructure from Indigo Minerals LLC, the acquisition of certain assets and infrastructure from Blackbeard Operating LLC, the acquisition of 51.25% working interest in certain assets, infrastructure, equipment and facilities in conjunction with Oaktree from Tanos Energy Holdings III, LLC, the acquisition of 51.25% working interest in certain assets, infrastructure, equipment and facilities in conjunction with Oaktree from Tapstone Energy Holdings LLC and the acquisition of 52.5% working interest in certain upstream assets and related facilities within the Central Region from a private seller, in conjunction with Oaktree, the acquisition of certain upstream assets and related infrastructure within the Central Region from Tanos Energy Holdings II LLC, the acquisition of certain upstream assets and related gathering infrastructure in the Central Region from ConocoPhillips, the acquisition of certain operated upstream assets from Maverick, the acquisition of certain operated natural gas properties and related infrastructure from Summit Natural Resources, and most recently, the Group's pending acquisition of Canvas Energy Inc. The Group's ability to complete future acquisitions will depend on it being able to identify suitable acquisition candidates and negotiate favorable terms for their acquisition, in each case, before any attractive candidates are purchased by other parties such as private equity firms, some of whom have substantially greater financial and other resources than the Group. The Group may face competition for attractive acquisition targets that may also increase the price of the target business. As a result, there is no assurance that the Group will always be able to source and execute acquisitions in the future at attractive valuations.

Furthermore, to further the Group's growth, the Group has made further acquisitions outside the Appalachian Basin and its Central Region, regions in which the Group has developed its operational experience into the Bossier Shale, the Haynesville Shale, the Barnett Shale Play, the Permian Basin and the Cotton Valley and Mid-Continent producing areas. Accordingly, an acquisition in a new area in which the Group lacks experience may present unanticipated risks and challenges that were not accounted for or previously experienced. Ordinarily, the Group's due diligence efforts are focused on higher valued and material properties or assets. Even an in-depth review of all properties and records may not reveal all existing or potential problems, nor will such review always permit a buyer to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. Generally, physical inspections are not performed on every well or facility, and structural or environmental problems are not necessarily observable even when an inspection is undertaken.

There can be no assurance that the Group's prior acquisitions or any other potential acquisition will perform operationally as anticipated or be profitable. The Group could fail to appropriately value any acquired business and the value of any business, company or property that it acquires or invests in may actually be less than the amount paid for it or its estimated production capacity. The Group may be required to assume pre-closing liabilities with respect to an acquisition, including known and unknown title, contractual, and environmental and decommissioning liabilities, and may acquire interests in properties on an "as is" basis without recourse to the seller of such interest or the seller may have limited resources to provide post-sale indemnities.

In addition, successful acquisitions of gas and oil assets require an assessment of a number of factors, including estimates of recoverable reserves, the time of recovering reserves, exploration potential, future natural gas, NGLs and oil prices and operating costs. Such assessments are inexact, and the Group cannot guarantee that it makes these assessments with a high degree of accuracy. In connection with assessments, the Group performs a review of the acquired assets. However, such a review will not reveal all existing or potential problems. Furthermore, review may not permit the Group to become sufficiently familiar with the assets to fully assess their deficiencies and capabilities.

Integrating operations, technology, systems, management, back office personnel and pre- or post- completion costs for future acquisitions may prove more difficult or expensive than anticipated, thereby rendering the value of any company or assets acquired less than the amount paid. The Group may also take on unexpected liabilities which are uncapped, have to undertake unanticipated capital expenditures in connection with a new acquisition or provide uncapped liabilities in connection with the purchase and sale of assets, which are customary in such agreements. The integration of acquired businesses or assets requires significant time and effort on the part of the Group's management. Following such integration efforts, prior acquisitions may still not achieve the level of financial or operational performance that was anticipated when they were acquired. In addition, the integration of new acquisitions can be difficult and disrupt the Group's own business because the Group's operational and business culture may differ from the cultures of the acquired businesses, unpopular cost-cutting measures may be required, internal controls may be more difficult to maintain and control over cash flows and expenditures may be difficult to establish. If the Group encounters any of the foregoing issues in relation to one of its acquisitions, this could have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects.

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The Group may be unable to make attractive acquisitions or successfully integrate acquired businesses, and any inability to do so may disrupt its business and hinder its ability to grow.

In the future the Group may make acquisitions of businesses that complement or expand its current business. However, the Group may not be able to identify attractive acquisition opportunities. Even if the Group does identify attractive acquisition opportunities, it may not be able to complete the acquisition or do so on commercially acceptable terms.

The success of any completed acquisition will depend on the Group's ability to integrate effectively the acquired business into its existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of the Group's managerial and financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier acquisitions. No assurance can be given that the Group will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. The Group's failure to achieve consolidation savings, to integrate the acquired businesses and assets into the Group's existing operations successfully or to minimise any unforeseen operational difficulties could have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects.

The Group's Credit Facility and the Nordic Bonds also limits its ability to incur certain indebtedness, which could indirectly limit the Group's ability to engage in acquisitions of businesses.

The Group may not have good title to all its assets and licenses.

Although the Directors believe that the Group takes due care and conducts due diligence on new acquisitions in a manner that is consistent with industry practice, there can be no assurance that the Group has good title to all its assets and the rights to develop and produce natural gas and oil from its assets. Such reviews are inherently incomplete and it is generally not feasible to review in depth every individual well or field involved in each acquisition. There can be no assurance that any due diligence carried out by the Group or by third parties on its behalf in connection with any assets that it acquires will reveal all of the risks associated with those assets, and the assets may be subject to preferential purchase rights, consents and title defects that were not apparent at the time of acquisition. The Group may acquire interests in properties on an "as is" basis without recourse to the seller of such interest or the seller may have limited resources to provide post-sale indemnities. In addition, changes in law or change in the interpretation of law or political events may arise to defeat or impair the Group's claim to certain properties which it currently owns or may acquire which could result in a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects.

The issuance of additional Shares in connection with acquisitions by the Group or other growth opportunities, any share incentive or share option plan or otherwise may dilute all other shareholdings.

The Group may seek to raise financing to fund acquisitions and other growth opportunities. It may, for these and other purposes, issue additional equity or convertible equity securities. As a result, existing Shareholders may suffer dilution in their percentage ownership or the market price of the Shares may be adversely affected.

Following the Scheme becoming effective and immediately prior to the Exchange Shares Admission, the Company is expected to have outstanding options under its equity incentive plans to employees and the executive director over a total of 139,794 Shares, and restricted stock unit agreements and performance stock unit agreements with certain employees, of which 1,938,702 restricted stock units and 1,310,031 performance stock units will be outstanding. The Company may, in the future, issue further options and/or warrants to subscribe for new Shares to certain advisers, employees, directors, senior management and/or consultants of the Company. The exercise of any such options would result in a dilution of the shareholdings of other investors.

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Additionally, although the Company currently has no other plans for an offering of Shares, it is possible that it may decide to offer additional Shares in the future. Any future issues of Shares by the Company may have a dilutive effect on the holdings of Shareholders and could have a material adverse effect on the market price of Shares as a whole.

Restrictions in the Group's existing and future debt agreements could limit its growth and its ability to engage in certain activities.

The Group's Credit Facility and Nordic Bonds contain a number of significant covenants that may limit its ability to, among other things:

In addition, the Credit Facility and the Nordic Bonds require the Group to maintain compliance with certain financial covenants. The Group may also be prevented from taking advantage of business opportunities that arise because of the limitations from the restrictive covenants under the Credit Facility and the Nordic Bonds. While the Group has sufficient working capital for its present requirements, that is for at least 12 months from the date of this document (taking into account the Credit Facility), these restrictions may limit the Group's ability to obtain future financings to withstand a future downturn in the Group's business or the economy in general, or to otherwise conduct necessary corporate activities.

A breach of any covenant in the Credit Facility and/or the Nordic Bonds will result in a default under the respective agreements and may result in an event of default under the Credit Facility and/or Nordic Bonds if such default is not cured during any applicable grace period. An event of default, if not waived, could result in acceleration of the indebtedness outstanding under the Credit Facility and/or the Nordic Bonds (as applicable) and in an event of default with respect to, and an acceleration of, the indebtedness outstanding under any other debt agreements to which the Group is a party. Any such accelerated indebtedness would become immediately due and payable. If that occurs, the Group may not be able to make all of the required payments or borrow sufficient funds to refinance such indebtedness. Even if new financing were available at that time, it may not be on terms that are acceptable to the Group.

Any significant reduction in the borrowing base under the Credit Facility as a result of periodic borrowing base redeterminations or otherwise may negatively impact the Group's ability to fund its operations.

The Credit Facility limits the amounts the Group can borrow up to a borrowing base amount, which the lenders, in their sole discretion, unilaterally determine based upon the Group's reserve reports for the applicable period and other data and reports. Such determinations will be made on a regular basis semi-annually (each a "Scheduled Redetermination") and at the option of the lenders with more than 66.6% of the loans and commitments under the Credit Facility, no more than one time in between each Scheduled Redetermination. As of the Latest Practicable Date, the Group's borrowing base is $825 million.

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While the Group has sufficient working capital for its present requirements, that is for at least 12 months from the date of this document (taking into account the Credit Facility), in the future, the Group may not be able to access adequate funding under its Credit Facility as a result of a decrease in the borrowing base due to the issuance of new indebtedness, the outcome of a borrowing base redetermination, or an unwillingness or inability on the part of lending counterparties to meet their funding obligations and the inability of other lenders to provide additional funding to cover a defaulting lender's portion. Declines in commodity prices from their current levels could result in a determination to lower the borrowing base and, in such a case, the Group could be required to repay any indebtedness in excess of the redetermined borrowing base. As a result, the Group may be unable to make acquisitions or otherwise carry out business plans, which could have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects.

The securitisations of the Group's limited purpose, bankruptcy-remote, wholly owned subsidiaries may expose the Group to financing and other risks, and there can be no assurance that the Group will be able to access the securitisation market in the future, which may require it to seek more costly financing.

Through limited purpose, bankruptcy-remote, wholly owned subsidiaries ("SPVs"), the Group has securitised and expects to securitise in the future, certain of its assets to generate financing. In such transactions, the Group conveys a pool of assets to an SPV, that, in turn, issues certain securities or enters into certain debt agreements. The securities issued by the SPVs are each collateralised by a pool of assets. In exchange for the transfer of finance receivables to the SPV, the Group typically receives the cash proceeds from the sale of the securities or entering into term loans.

Although the Group's SPVs have successfully completed securitisations through the ABS I, II, III, IV, V, VI, VII, VIII, IX and X Notes, there can be no assurance that the Group, through its SPVs, will be able to complete additional securitisations, particularly if the securitisation markets become constrained. In addition, the value of any securities that the Group's limited purpose, bankruptcy-remote, wholly owned subsidiaries retain in its securitisations, including securities retained to comply with applicable risk retention rules, might be reduced or, in some cases, eliminated as a result of an adverse change in economic conditions or the financial markets. In addition, the Group's current ABS IV, VI, VIII, IX and X and the Nordic Bonds are subject to customary accelerated amortisation events, including events tied to the failure to maintain stated debt service coverage ratios.

If it is not possible or economical for the Group to securitise its assets in the future, the Group would need to seek alternative financing to support its operations and to meet its existing debt obligations, which may be less efficient and more expensive than raising capital via securitisations and may have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects.

An increase in interest rates would increase the cost of servicing the Group's indebtedness and could reduce its profitability, decrease its liquidity and impact its solvency.

The Credit Facility provides for, and the Group's future debt agreements may provide for, debt incurred thereunder to bear interest at variable rates. As of 30 June 2025, the Group had $473 million outstanding on its Credit Facility. Increases in interest rates would increase the cost of servicing indebtedness under its Credit Facility or under future debt agreements subject to interest at variable rates, and materially reduce the Group's profitability, which may have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects. As of the Latest Practicable Date, the Group had $485.2 million outstanding on its Credit Facility.

The Group's hedging activities could result in financial losses or could reduce its net income.

To achieve more predictable cash flows, the Group employs a hedging strategy involving opportunistically hedging a majority of its first two years of production as well as hedging a significant percentage of production beyond its first two years of forecasted production. Even so, the remainder of its production that is unhedged is exposed to the continuing and prolonged declines in the prices of natural gas, NGLs and oil. The Group's results of operations and financial condition would be negatively impacted if the prices of natural gas, NGLs or oil were to remain depressed or decline materially from current levels. To achieve more predictable cash flows and to reduce the Group's exposure to fluctuations in the prices of natural gas, NGLS and oil, the Group may enter into additional hedging arrangements for a significant portion of its production.

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The Group's derivative contracts may result in substantial gains or losses. For example, the Group reported an operating loss of $43 million for the year ended 31 December 2024 and an operating profit of $133 million for the six-month period ended 30 June 2025, compared with an operating profit of $1,161 million for the year ended 31 December 2023. While the Group's earnings are impacted by a variety of factors, a key driver of the year over year change from an operating profit in FY2023 to loss in FY2024 was attributable to a $1,118 million decrease in gains on derivatives due to changes in commodity prices on the forward curve, a $24 million decrease in gains on sale of assets, a decrease in gross profit of $94 million, a $3 million increase in finance costs, partially offset by a $378 million swing in income tax expense to a benefit as compared to 2023, as a result of marginal well credits. There can be no assurance that the Group will not realise additional losses due to its hedging activities in the future. In addition, if the Group enters into any derivative contracts and experiences a sustained material interruption in its production, it might be forced to satisfy all or a portion of its hedging obligations without the benefit of the cash flows from its sale of the underlying physical commodity, resulting in a substantial diminution of its liquidity.

The Group's ability to use hedging transactions to protect it from future natural gas, NGL and oil price volatility will be dependent upon natural gas, NGL and oil prices at the time it enters into future hedging transactions and its future levels of hedging and, as a result, its future net cash flows may be more sensitive to commodity price changes. In addition, if commodity prices remain low, the Group will not be able to replace its hedges or enter into new hedges at favorable prices.

The Group's price hedging strategy and future hedging transactions will be determined at its discretion, subject to the terms of certain agreements governing its indebtedness. The prices at which the Group hedges its production in the future will be dependent upon commodity prices at the time it enters into these transactions, which may be substantially higher or lower than current prices. Accordingly, the Group's price hedging strategy may not protect it from significant declines in prices received for its future production. Conversely, the Group's hedging strategy may limit its ability to realise cash flows from commodity price increases. It is also possible that a substantially larger percentage of the Group's future production will not be hedged as compared with the next few years, which would result in the Group's natural gas, NGL and oil revenues becoming more sensitive to commodity price fluctuations.

The failure of the Group's hedge counterparties to meet their obligations to the Group may adversely affect the Group's financial results.

An attendant risk exists in hedging activities that the counterparty in any derivative transaction cannot or will not perform under the instrument and that the Group will not realise the benefit of the hedge. Disruptions in the financial markets could lead to sudden decreases in a counterparty's liquidity, which could make them unable to perform under the terms of the derivative contract and the Group may not be able to realise the benefit of the derivative contract. Any default by the counterparty to these derivative contracts when they become due would have a material adverse effect on the Group's business, results of operations, financial condition, cash flows and prospects.

The Group may not be able to enter into commodity derivatives on favourable terms or at all.

To achieve a more predictable cash flow, the Group employs a hedging strategy involving opportunistically hedging a majority of its first two years of production as well as hedging a significant percentage of production beyond its first two years of forecasted production. If the Group is unable to maintain sufficient hedging capacity with its counterparties, the Group could have greater exposure to changes in commodity prices and interest rates, which could have a material adverse impact on the Group's business, results of operations, financial condition, cash flows or prospects.

RISKS RELATING TO LEGAL, TAX, ENVIRONMENTAL AND REGULATORY MATTERS

The Group is subject to regulation and liability under environmental, health and safety regulations, the violation of which may materially and adversely affect the Group's business, results of operations, financial condition, cash flows or prospects.

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The Group operates in an industry that has certain inherent hazards and risks, and consequently the Group is subject to stringent and comprehensive laws and regulations, especially with regard to the protection of health, safety and the environment. For example, the Group is subject to laws and regulations related to occupational safety and health, hydraulic fracturing activities, air emissions, soil and water quality, the protection of threatened and endangered plant and animal species, biodiversity and ecosystems, and the safety of its assets and employees. Although the Group believes that it has adequate procedures in place to mitigate operational risks, there can be no assurances that these procedures will be adequate to address every potential health, safety and environmental hazard, and a failure to adequately mitigate risks may result in loss of life, injury, or adverse impacts on the health of employees, contractors and third-parties or the environment. Any failure by the Group or one of its subcontractors, whether inadvertent or otherwise, to comply with applicable legal or regulatory requirements may give rise to civil, administrative and/or criminal liabilities, civil fines and penalties, delays or restrictions in acquiring or disposing of assets and/or delays in securing or maintaining required permits, licenses and approvals. Further, a lack of regulatory compliance may lead to denial, suspension, or termination of permits, licenses, or approvals that are required to operate the Group's sites or could result in other operational restrictions or obligations. The Group's health, safety and environmental policies require the Group to observe local, state and national legal and regulatory requirements and to apply generally accepted industry best practices where legislation or regulation does not exist.

The terms and conditions of licenses, permits, regulatory orders, approvals, or permissions may include more stringent operational, environmental and/or health and safety requirements. Obtaining development or production licenses and permits may become more difficult or may be delayed due to federal, regional, state or local governmental constraints, considerations, or requirements on issuing. Furthermore, third-parties such as environmental NGOs may administratively or judicially contest or protest licenses and permits already granted by relevant authorities or applications for the same and operations may be subject to other administrative or judicial challenges. In addition, while the Group's operations are largely not conducted on U.S. federal lands, it may in the future consider acquisitions of natural gas and oil assets located in areas in which the development of such assets would require permits and authorisations to be obtained from or issued by federal and/or state agencies. To conduct these operations, the Group may be required to file applications for permits, seek agency authorisations and comply with various other statutory and regulatory requirements.

In addition, under certain environmental laws and regulations, the Group could be subject to joint and several strict liability for the removal or remediation of previously released materials, pollution, or property contamination regardless of whether the Group was responsible for the release or contamination or whether the operations were in compliance with all applicable laws at the time those actions were taken. Private parties, including the owners of properties on or adjacent to well sites and facilities where petroleum hydrocarbons or wastes are taken for reclamation or disposal, may also have the right to pursue legal actions as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or property damage. In addition, the risk of accidental spills or releases of pollutants or contaminants could expose the Group to significant liabilities that could have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects.

The Group incurs, and expects to continue to incur, capital and operating costs in an effort to comply with increasingly complex operational health and safety and environmental laws and regulations. New laws and regulations, the imposition of more stringent requirements in permits and licenses, increasingly strict enforcement of, or new interpretations of, existing laws, regulations and permits and licenses, or the discovery of previously unknown contamination or hazards may require further costly expenditures to, for example:

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The Directors cannot predict with any certainty the full impact of any new laws, regulations, or policies on the Group's operations or on the cost or availability of insurance to cover the risks associated with such operations. The costs of such measures and liabilities related to potential operational, health, safety or environmental risks associated with the Group may increase, which could materially and adversely affect its business, results of operations, financial condition, cash flows or prospects. In addition, it is not possible to predict what future operational health and safety or environmental laws and regulations will be enacted or how current or future operational, health, safety or environmental laws and regulations will be applied or enforced. The Group may have to incur significant expenditure for the installation and operation of additional systems and equipment for monitoring and carry out remedial measures in the event that operational health and safety and environmental laws and regulations become more stringent or costly reform is implemented by regulators. Any such expenditure may have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects. No assurance can be given that compliance with occupational health and safety and environmental laws or regulations in the regions where the Group operates will not result in a curtailment of production or a material increase in the cost of production or development activities.

Increasing attention to sustainability matters may impact the Group's business and financial results.

Increasing attention has been given to corporate activities related to sustainability matters in public discourse and the investment community. A number of advocacy groups, both in the United States and internationally, have campaigned for governmental and private action to promote change at public companies related to sustainability matters, including through the investment and voting practices of investment advisers, public pension funds, activist investors, universities and other members of the investing community. These activities include increasing attention and demands for action related to climate change, advocating for changes to companies' board of directors and promoting the use of alternative forms of energy. These activities may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against the Group. In addition, a failure to comply with evolving investor or customer expectations and standards or if the Group is perceived to not have responded appropriately to the growing concern for sustainability issues, regardless of whether there is a legal requirement to do so, could cause reputational harm to the Group's business, increase its risk of litigation, and could have a material adverse effect on its results of operation.

In addition, organisations that provide information to investors on corporate governance and related matters have developed ratings systems for evaluating companies on their approach to sustainability matters. These ratings are used by some investors to inform their investment and voting decisions. Unfavorable sustainability ratings may lead to increased negative investor sentiment toward the Group and its industry and to the diversion of investment to other companies or industries, which could have a negative impact on the price of Shares and the Group's access to and costs of capital. Also, institutional lenders may decide not to provide funding for oil and natural gas companies based on climate change related concerns, which could affect the Group's access to capital for potential growth projects.

The Group's operations are dependent on its compliance with obligations under permits, licenses, contracts and field development plans.

The Group's operations must be carried out in accordance with the terms of permits, licenses, operating agreements, annual work programs and budgets. Fines, penalties, or enforcement actions may be imposed and a permit or license may be suspended or terminated if a permit or license holder, or party to a related agreement, fails to comply with its obligations under such permit, license or agreement, or fails to make timely payments of levies and taxes for the licensed activity, or fails to provide the required geological information or meet other reporting requirements. It may from time to time be difficult to ascertain whether the Group has complied with obligations under permits or licenses as the extent of such obligations may be unclear or ambiguous and regulatory authorities in jurisdictions in which the Group does business, or in which it may do business in the future, may not be forthcoming with confirmatory statements that work obligations have been fulfilled, which can lead to further operational uncertainty.

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In addition, the Group and its commercial partners, as applicable, have obligations to operate assets in accordance with specific requirements under certain licenses and related agreements, field development agreements, laws and regulations. If the Group or its partners were to fail to satisfy such obligations with respect to a specific field, the license or related agreements for that field may be suspended, revoked or terminated. Although the Group has in the past acquired and may in the future acquire shale assets, a significant source of its natural gas and crude oil remains conventional wells. In some instances, these conventional wells are located on the same property as unconventional wells that produce shale oil. In these cases, the rights to access the shale layers of the property will typically be conditioned on the ongoing productivity of conventional wells on the property. Furthermore, the shale rights may be owned by a third party, and in such instances, the Group will enter into a joint use agreement with the third party. This joint use agreement may stipulate that in consideration for permission to operate the conventional wells, the Group is to use reasonable efforts to maintain production so that the third party retains the shale licenses. If the Group fails to maintain production in the conventional wells, under the joint use agreement, the Group may be liable to the third party for replacing the lost land rights. The relevant authorities are typically authorised to, and do from time to time, inspect to verify compliance by the Group or its commercial partners, as applicable, with relevant laws and the licenses or the agreements pursuant to which the Group conducts its business. There can be no assurance that the views of the relevant government agencies regarding the development of the fields that the Group's operates or the compliance with the terms of the licenses pursuant to which the Group conducts such operations will coincide with its views, which might lead to disagreements that may not be resolved.

The suspension, revocation, withdrawal or termination of any of the permits, licenses or related agreements pursuant to which the Group may conduct business, as well as any delays in the continuous development of or production at its fields caused by the issues detailed above could materially and adversely affect the Group's business, results of operations, financial condition, cash flows or prospects. In addition, failure to comply with the obligations under the permits, licenses or agreements pursuant to which the Group conducts business, whether inadvertent or otherwise, may lead to fines, penalties, restrictions, enforcement actions brought by governmental authorities, withdrawal of licenses and termination of related agreements.

The Group does not insure against certain risks and its insurance coverage may not be adequate for covering losses arising from potential operational hazards and unforeseen interruptions.

The Group insures its operations in accordance with industry practice and plans to continue to insure the risks it considers appropriate for its needs and circumstances. However, the Group may elect not to have insurance for certain risks, due to the high premium costs associated with insuring those risks or for various other reasons, including an assessment in some cases that the risks are remote.

The Group's insurance may not be adequate to cover all losses or liabilities it may suffer. No assurance can be given that the Group will be able to obtain insurance coverage at reasonable rates (or at all), or that any coverage it or the relevant operator obtains, and any proceeds of insurance, will be adequate and available to cover any claims arising. The Group may become subject to liability for pollution, blow-outs or other hazards against which it has not insured or cannot insure, including those in respect of past activities for which it was not responsible. Any indemnities the Group may receive from sub-contractors, operators or joint venture partners may be difficult to enforce if such sub-contractors, operators or joint venture partners lack adequate resources.

Operational insurance policies are usually placed in one year contracts and the insurance market can withdraw cover for certain risks due to events occurring in other parts of the industry, thus greatly increasing the costs of risk transfer. For example, in September 2018, a gas pipeline operated by another midstream company exploded in Beaver County, Pennsylvania, a state in which the Group has operations. The explosion resulted in the destruction of residential property and motor vehicles as well as the evacuation of nearby households. Catastrophic events such as these may cause the insurance costs for the Group's midstream operations to rise, despite it not being involved in the catastrophic event. In the event that insurance coverage is not available or the Group's insurance is insufficient to fully cover any losses, including losses incurred due to lost revenues resulting from third party operations or processing plants, claims and/or liabilities incurred, or indemnities are difficult to enforce, the Group's business and operations, financial results or financial position may be disrupted and adversely affected.

The payment by the Group's insurers of any insurance claims may result in increases in the premiums payable by the Group's for its insurance coverage and could adversely affect the Group's financial performance. In the future, some or all of the Group's insurance coverage may become unavailable or prohibitively expensive.

The Group's internal systems and website may be subject to intentional and unintentional disruption, and its confidential information may be misappropriated, stolen or misused, which could adversely impact the Group's reputation and future sales.

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The Group has faced, and may in the future continue to face, cyber-attacks and data security breaches. Such cyber-attacks and breaches are designed to penetrate the Group's network security or the security of its internal systems, misappropriate proprietary information and/or cause interruptions to its services, and the Group expects to continue to face similar threats in the future. The Group cannot guarantee that it will be able to successfully prevent all attacks in the future. Such future attacks could include hackers obtaining access to its systems, the introduction of malicious computer code or denial of service attacks. If an actual or perceived breach of the Group's network security occurs, it could adversely affect the Group's business or reputation, and may expose the Group to the loss of information, litigation and possible liability. An actual security breach could also impair the Group's ability to operate its business and provide products and services to its customers. Additionally, malicious attacks, including cyber-attacks, may damage the Group's assets, prevent production at its producing assets and otherwise significantly affect corporate activities. For example, the Group utilises electronic monitoring of meters and flow rate devices to monitor pressure build-up in its production wells. If there were a cyber-attack that penetrated its monitoring systems such that they provided false readings, this could result in an unknown pressure build-up, creating a dangerous situation which could end up in an explosion. As techniques used to obtain unauthorised access to or to sabotage systems change frequently and may not be known until launched against the Group or its third-party service providers, the Group may be unable to anticipate or implement adequate measures to protect against these attacks and the Group's service providers may likewise be unable to do so. Such an outcome would have a material adverse impact on the Group's business, results of operations, financial condition, cash flows or prospects.

In addition, confidential or financial payment information that the Group maintains may be subject to misappropriation, theft and deliberate or unintentional misuse by current or former employees, third-party contractors or other parties who have had access to such information. Any such misappropriation and/or misuse of the Group's information could result in the Group, among other things, being in breach of certain data protection requirements and related legislation as well as incurring liability to third parties. The Directors expect that the Group will need to continue closely monitoring the accessibility and use of confidential information in its business, educate its employees and third-party contractors about the risks and consequences of any misuse of confidential information and, to the extent necessary, pursue legal or other remedies to enforce its policies and deter future misuse. If the Group's confidential information is misappropriated, stolen or misused as a result of a disruption to its website or internal systems this could have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects.

Although the Group maintains insurance to protect against losses resulting from certain of data protection breaches and cyber-attacks, the Group's coverage for protecting against such risks may not be sufficient.

The Group's operations are subject to the risk of litigation.

From time to time, the Group may be subject, directly or indirectly, to litigation arising out of its operations and the regulatory environments in its areas of operations. Historically, categories of litigation that the Group has faced included actions by royalty owners over payment disputes, personal injury claims and property related claims, including claims over property damage, trespass or nuisance. Although the Group currently faces no material litigation for which it is not sufficiently indemnified or insured, damages claimed under such litigation in the future may be material or may be indeterminate, and the outcome of such litigation, if determined adversely to the Group, could individually or in the aggregate, be reasonably expected to have a material and adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects. While the Group assesses the merits of each lawsuit and defends itself accordingly, it may be required to incur significant expenses or devote significant resources to defend against such litigation. In addition, the adverse publicity surrounding such claims may have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects.

The Group is subject to certain tax risks.

Any change in the Group's tax status or in taxation legislation in the United Kingdom or the United States could affect its ability to provide returns to shareholders. Statements in this document concerning the taxation of holders of the Shares are based on current law and practice, which is subject to change.

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As at the Latest Practicable Date, the Old DEC Group is subject to income taxes in the United Kingdom and the United States, and there can be no certainty that the current taxation regime in the United Kingdom, the United States or other jurisdictions within which it currently operates or may operate in the future will remain in force or that the current levels of corporation taxation will remain unchanged. For example, the U.S. government has imposed a minimum tax on corporations and proposed and may enact significant changes to the taxation of business entities including, among others, an increase in the U.S. federal income tax rate applicable to corporations, like the Company and surtaxes on certain types of income. Certain U.S. localities also maintain a severance tax or impact fee on the removal of oil and natural gas from the ground and such tax rates may be increased or new severance taxes or impact fees may be implemented. The United Kingdom announced on May 26 2022 a new "Energy Profits Levy" on oil and gas exploration and production companies operating in the United Kingdom and the UK Continental Shelf at a rate of 25% (subsequently increased to 35% and then to 38% from 1 November 2024). It is expected that the Group will cease to become subject to income taxes in the United Kingdom following the Exchange Shares Admission.

As the Group does not operate its exploration, production or extraction activities in the United Kingdom or in the UK Continental Shelf, it does not expect the Energy Profits Levy to impact its headline corporation tax rate in the United Kingdom, however, the taxation of energy companies remains uncertain, particularly in the context of current global events, and the future stability of such tax regimes cannot be guaranteed.

The Group's US and international tax liabilities are subject to the allocation of expenses in differing jurisdictions. The Group's effective tax rate could be adversely affected by changes in the mix of earnings and losses in taxing jurisdictions with differing statutory tax rates, certain non-deductible expenses, the valuation of deferred tax assets and liabilities and changes in federal, state or international tax laws and accounting principles. Increases in the Group's effective tax rate could materially affect its net financial results. Although the Group believes that its income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions in any period could have a material adverse effect on the Group's business, results of operations, financial condition, cash flows or prospects.

In the past the Group has been able to offset a large portion of its U.S. federal income tax burden with marginal well tax credits that are available to qualified producers who operate lower-volume wells during a low commodity pricing environment. There can be no assurance that there will be no amendment to the existing taxation laws applicable to the Group, which may have a material adverse effect on its financial position. The Group's ability to utilise marginal well tax credits in the United States could be or become subject to limitations (for example, if it is deemed to undergo an "ownership change" for applicable U.S. federal income tax purposes).

The nature and amount of tax that the Group expects to pay and the reliefs expected to be available to it are each dependent upon several assumptions, any one of which may change and which would, if so changed, affect the nature and amount of tax payable and reliefs available. In particular, the nature and amount of tax payable may be dependent on the availability of relief under tax treaties and is subject to changes to the tax laws or practice in any of the jurisdictions the Group currently is subject to or may be subject to in the future. Any limitation in the availability of relief under these treaties, any change in the terms of any such treaty or any changes in tax law, interpretation or practice could increase the amount of tax payable by the Group.

The taxation of an investment in the Shares depends on the individual circumstances of the holders. Holders of the Shares are strongly advised to consult their professional tax advisers.

Tax legislation may be enacted in the future that could negatively impact the Group's current or future tax structure and effective tax rates.

Long-standing international tax initiatives that determine each country's jurisdiction to tax cross-border international trade and profits are evolving as a result of, among other things, initiatives such as the Anti-Tax Avoidance Directives, as well as the Base Erosion and Profit Shifting reporting requirements, mandated and/or recommended by the European Union, G8, G20 and Organisation for Economic Cooperation and Development, including the imposition of a minimum global effective tax rate for multinational businesses regardless of the jurisdiction of operation and where profits are generated (Pillar Two). Many countries around the world, including the United Kingdom, have introduced new, or amended existing, tax laws applicable to multinational businesses to implement Pillar Two. As these and other tax laws and related regulations change (including changes in the interpretation, approach and guidance of tax authorities), the Group's financial results could be materially impacted. Given the unpredictability of these possible changes and their potential interdependency, it is difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for the Group's earnings and cash flow, but such changes could cause the Group's business, results of operations, financial condition, cash flows or prospects to be materially and adversely affected.

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RISKS RELATING TO THE SCHEME AND THE REDOMICILIATION

The Group may be adversely impacted as a result of the transfer of the primary listing to the NYSE with a secondary listing on the London Stock Exchange.

The transfer of the primary listing of the Shares from the London Stock Exchange to the NYSE may reduce trading liquidity in the Shares in the United Kingdom as a result of loss of eligibility for inclusion in certain indices in the United Kingdom. Index funds and other passive funds tracking those indices could be required to dispose of the Shares, which may exert downward pressure on the Share price and increase short-term volatility. Active investors with mandates or preferences tied to the Company's current listing or index status may also rebalance or reduce positions, which could negatively affect the Share price and trading volumes. In addition, UK-based liquidity could be further reduced due to the change in the listing category from the ESCC category to the ESICC category. Any of the foregoing could materially adversely affect the market price and liquidity of the Shares and could cause the Group's business, results of operations, financial condition, cash flows or prospects to be materially and adversely affected.

There are risks that the Scheme will not be implemented on a timely basis or at all.

Implementation of the Scheme is conditional upon, amongst other things, sanction by the Court. There are risks that the sanction of the Scheme by the Court may not be received on a timely basis or at all. If the sanction of the Court is not received, the Scheme will not be implemented and the benefits expected to result from the Scheme will not be achieved and could cause the Group's business, results of operations, financial condition, cash flows or prospects to be materially and adversely affected.

Following the Redomiciliation, certain elements of the Listing Rules which currently apply to Old DEC (as a company listed on the ESCC Category) will not apply to the Company and shareholders may not have the same rights currently applicable to them.

Following the Scheme Effective Time, certain elements of the Listing Rules which currently apply to Old DEC (as a company listed on the ESCC Category) will not apply to the Company. As a result, the Company will not be required to comply with the provisions of the Listing Rules regarding maintaining a sponsor to guide companies in understanding their obligations under the Listing Rules in connection with certain matters, continuing obligations which are only applicable to companies listed on the ESCC category, significant transactions and reverse takeovers, related party transactions, further issuances of equity securities and dealings in a company's own securities and treasury shares (including offering pre emption rights and the ability to issue shares at a discount in excess of 10 per cent. of market value) and requirements relating to the form and content of circulars to be sent to shareholders. As a result, Shareholders will not have the same rights and protections that are currently available to them as shareholders in a company listed on the ESCC Category.

RISK RELATING TO THE CANVAS ACQUISITION

The completion of the Canvas Acquisition is subject to the satisfaction (or waiver, if applicable) of certain conditions; and if the Canvas Acquisition does not complete because any of the conditions are not satisfied (or waived, if applicable), the Company will not realize the perceived benefits of the Canvas Acquisition.

The completion of the Canvas Acquisition is subject to the satisfaction of various customary closing conditions, including, among other things, (i) the absence of material uncured title and environmental defects, and (ii) the accuracy of each party's representations and warranties (subject to certain materiality qualifiers) and compliance by each party with its covenants under the Canvas Acquisition Agreement in all material respects. Failure to satisfy or, where appropriate, obtain waiver of any of these conditions may result in the proposed Canvas Acquisition not being completed. In addition, satisfying the outstanding conditions may take longer, and could cost more, than the Company and Canvas expect. Any delay in completing the proposed Canvas Acquisition may adversely affect the Company and the benefits that the Company expects to achieve if the Canvas Acquisition is completed within the expected timeframe, which could materially and adversely affect the business, results of operations, financial condition, cash flows or prospects of the Group.

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There can be no assurance that the conditions to the closing of the Canvas Acquisition will be satisfied, waived or fulfilled in a timely fashion or that the Canvas Acquisition will be completed.

RISKS RELATING TO THE SHARES

The price of Shares may be volatile and purchasers of the Shares could incur substantial losses.

The public market for the Existing Shares has been characterised by significant price and volume fluctuations. There can be no assurance that the market price of the Shares will not decline below the current or historic price ranges of the Existing Shares. The market price may bear no relationship to the prospects, stage of development, existence of gas and oil reserves, revenues, earnings, assets or potential of the Group and may not be indicative of its future business performance. The trading price of the Shares could be subject to wide fluctuations. Fluctuations in the price of gas, natural gas liquids and oil and related international political events can be expected to affect the price of the Shares. In addition, the stock market in general has experienced extreme price and volume fluctuations that have affected the market price for many companies, sometimes unrelated to the operating performance of these companies. These market fluctuations, as well as general economic, media generated, political and market conditions, may have a material adverse effect on the market price of the Shares.

Some of the factors that could negatively affect the price of the Shares or result in fluctuations in the price or trading volume of the Shares include:

Many of these factors are beyond the Group's control and it is not possible to predict their potential effects on the price of the Shares. Finally, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on the Shares.

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There is no guarantee that the Company will pay dividends in the future.

The ability of the Group to pay dividends on the Shares, and the decision of the Board to recommend dividends is dependent upon the Company's performance and financial condition, cash requirements, future prospects, commodity prices, compliance with the financial covenants in the credit facilities of the Group and the Nordic Bonds, profits available for distribution and other factors deemed to be relevant at the time and on the continued health of the markets in which it operates. Further, while the Board's evaluation of the Company's ability or need to pay dividends will primarily remain a question of the foregoing factors, it will also take into account the performance of the Shares, including relative to the Company's peer group. The declaration of any future dividends will be at the discretion of the Board, and there can be no guarantee that the Company will pay dividends in the future on the Shares

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

General

The contents of this document are not to be construed as legal, business or tax advice. Recipients of this document should consult their own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, as appropriate. Furthermore, the Company and the Directors accept no responsibility for the accuracy or completeness of any information reported by the press or other media, or the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media regarding the New Shares Admission and the Group. The Company and the Directors make no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication.

When considering any investment decision you may take with respect to the Shares, you should seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under FSMA if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Recipients of this document may not reproduce or distribute this document, in whole or in part, and may not disclose any of the contents of this document or use any information herein for any purpose other than considering the New Shares Admission. Such recipients of this document agree to the foregoing by accepting delivery of this document.

Notice to all investors

This document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation to subscribe for or the solicitation of an offer to buy or subscribe for, any Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation. The distribution of this document and the offering of the Shares in certain jurisdictions may be restricted. Accordingly, persons outside the United Kingdom into whose possession this document comes are required by the Company to inform themselves about, and to observe any restrictions as to the offer or sale of Shares and the distribution of this document under, the laws and regulations of any territory in connection with any applications for Shares, including obtaining any requisite governmental or any other consent and observing any other formality prescribed in such territory.

No action has been taken or will be taken in any jurisdiction by the Company or the Directors that would permit a public offering of the Shares in any jurisdiction where action for that purpose is required, nor has any such action being taken with respect to the possession or distribution of this document other than in any jurisdiction where action for that purpose is required. Accordingly, the Shares may not be offered or sold, directly or indirectly, and neither this document nor any other offering material or advertisement in connection with the Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdictions. Any failure to comply with this restriction may constitute a violation of the securities laws of any such jurisdiction. Neither the Company nor any of the Directors accepts any responsibility for any violation of any of these restrictions by any other person.

Information not contained in this document

No person has been authorised to issue any advertisement or give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised or on behalf of the Company. Subject to the requirements of the FSMA, the Listing Rules, DTRs, the UK Prospectus Regulation, the UK Prospectus Regulation Rules, and the UK Market Abuse Regulation, neither the delivery of this document nor any subscription or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or the Group taken as a whole since the date of this document or that the information in or incorporated by reference into this document is correct as of any time subsequent to the date hereof.

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No incorporation of website information

Other than as expressly stated in this document, the contents of the Company's website or any website directly or indirectly linked to the Group's website have not been verified and do not form part of this document and investors should not rely on it or any of them.

Information regarding forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements". The words "believe", "estimate", "target", "anticipate", "expect", "could", "would", "intend", "aim", "plan", "predict", "continue", "assume", "positioned", "may", "will", "should", "shall", "risk", their negatives and other similar expressions that are predictions of or indicate future events and future trends identify forward looking statements. These forward-looking statements include all matters that are not historical facts. In particular, the statements regarding the Company's or the Group's strategy, plans, objectives, goals and other future events or prospects are forward-looking statements. An investor should not place undue reliance on forward looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the Company's or the Group's control. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this document and/or information incorporated by reference into this document. In addition, even if the Company's or the Group's results of operation, financial position and growth, and the development of the markets and the industry in which the group operates, are consistent with the forward-looking statements contained in this document, these results or developments may not be indicative of results or developments in subsequent periods. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue. Factors that may cause the Company's and/or the Group's actual results to differ materially from those expressed or implied by the forward-looking statements in this document include but are not limited to the risks described under "Risk Factors" in this document, including:

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Each forward looking statement speaks only as of the date it was made and are not intended to give any assurances as to future results. Furthermore, forward-looking statements contained in this document that are based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Except as required by the FSMA, the Listing Rules, the DTRs, UK Market Abuse Regulation, and the UK Prospectus Regulation Rules, the Company does not undertake any obligation to update or revise these forward-looking statements, and will not publicly release any revisions it may make to these forward-looking statements that may result from new information, events or circumstances arising after the date of this document. The Company will comply with its obligations to publish updated information as required by the FSMA, the Listing Rules, the DTRs, the UK Market Abuse Regulation, and the UK Prospectus Regulation Rules, or otherwise by law and/or by any regulatory authority, but assumes no further obligation to publish additional information.

For the avoidance of doubt, nothing in this document constitutes a qualification of the working capital statement contained in paragraph 24 of Part 6 ("Additional Information").

Neither the delivery of this document nor any sale made hereunder shall under any circumstances imply that there has been no change in the Company's and/or the Group's affairs or that the information set forth in this document is correct as of any date subsequent to the date hereof.

Profit forecasts

On 11 August 2025, the Group announced its Q2 2025 interim results and reiterated its previously announced guidance for FY 2025 Adjusted EBITDA (as defined below) of $825 million to $875 million. On 8 September 2025, the Group announced the proposed Canvas Acquisition and also reiterated its guidance for FY2025 Adjusted EBITDA (as defined below) of approximately $850 million, the midpoint of the previously announced range, excluding any impact of the proposed Canvas Acquisition.

On 3 November 2025, the Group announced its trading update for the three month period ended 30 September 2025 (the "Q3 Trading Update"). The Q3 Trading Update included revised guidance for FY 2025 Adjusted EBITDA (as defined below) of $900 million to $925 million for the Group, excluding any impact of the proposed Canvas Acquisition.

The above statement constitutes a profit forecast for the purposes of the Prospectus Regulation (the "Profit Forecast"). The Profit Forecast relates to the 12 month period ending 31 December 2025 and relates to Adjusted EBITDA (as defined below).

The Group's Adjusted EBITDA includes adjustments for items that are not comparable period-over-period, namely, accretion of asset retirement obligation, other (income) expense, loss on joint and working interest owners receivable, (gain) loss on bargain purchases, (gain) loss on fair value adjustments of unsettled financial instruments, (gain) loss on natural gas and oil property and equipment, costs associated with acquisitions, other adjusting costs, non-cash equity compensation, (gain) loss on foreign currency hedge, net (gain) loss on interest rate swaps and items of a similar nature ("Adjusted EBITDA"). "EBITDA" means earnings before interest, tax, depreciation and amortisation.

Further information in relation to the Profit Forecast is provided in Part 6 ("Additional Information") of this document.

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Unless otherwise indicated, financial information presented in this document relating to the Old DEC Group as at and for the financial year ended 31 December 2024, 2023 and 2022 and as at and for the six-month period ended 30 June 2025 and 2024 is presented in US dollars, has been prepared in accordance with UK-adopted International Accounting Standards and the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. This financial information relating to the Old DEC Group has been extracted without material adjustment from the audited consolidated financial statements of the Group as at and for the year ended 31 December 2024 ("Group 2024 Financial Statements"), 31 December 2023 ("Group 2023 Financial Statements") and 31 December 2022 ("Group 2022 Financial Statements") and the unaudited interim condensed consolidated financial statements of the Group as at and for the six-month period ended 30 June 2025 ("Group H1 2025 Financial Statements") included in the annual report published by the Old DEC Group for the year ended 31 December 2024 (the "2024 Annual Report"), the annual report published by the Old DEC Group for the year ended 31 December 2023 (the "2023 Annual Report"), the annual report published by the Old DEC Group for the year ended 31 December 2022 (the "2022 Annual Report"), and the interim report published by the Old DEC Group on 11 August 2025 for the six-month period ended 30 June 2025 (the "H1 2025 Interim Report") respectively.

Following Completion, the Company expects to prepare its historical financial information for the financial year ended 2025 in accordance with UK-adopted International Accounting Standards as well as U.S. Generally Accepted Accounting Practices.

Rounding

Percentages and certain amounts included in this document have been rounded for ease of preparation. Accordingly, numerical figures shown as totals in certain tables may not be the exact arithmetic aggregations of the figures that precede them. In addition, certain percentages and amounts contained in this document reflect calculations based on the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages or amounts that would be derived if the relevant calculations were based upon the rounded numbers.

Non-IFRS measures

The Group presents certain key operating metrics that are not defined under IFRS (alternative performance measures) in this document. These non-IFRS measures are used by the Group to monitor the underlying performance of the Group's performance from period to period and to facilitate comparison with its peers. Since not all companies calculate these or other non-IFRS metrics in the same way, the manner in which the Group has chosen to calculate the non-IFRS metrics presented herein may not be compatible with similarly defined terms used by other companies. Therefore, the non-IFRS metrics should not be considered in isolation of, or viewed as substitutes for, the financial information prepared in accordance with IFRS. Certain of the key operating metrics set forth below are based on information derived from the Group's regularly maintained records and accounting and operating systems.

Definitions and reconciliation of the non-IFRS measures used in this document for the Group for the years ended 31 December 2024, 31 December 2023 and 31 December 2022 and the six-month period ended 30 June 2025 are set out on pages 144 to 146 of the 2024 Annual Report, pages 206 to 208 of the 2023 Annual Report, pages 182 to 183 of the 2022 Annual Report and pages 45 to 47 of the H1 2025 Interim Report respectively, each of which is incorporated by reference into this document, as explained in Part 7 ("Documents Incorporated by Reference").

Currency and Exchange Rate Information

In this document, unless otherwise indicated, references to "pounds sterling", "sterling", "pounds", "GBP", "pence", "p" or "£" are to the lawful currency of the United Kingdom, and references to "US dollars", "$" or "US$" are to the lawful currency of the United States.

Unless otherwise indicated, the financial information contained in this document has been expressed in US dollars. The Group prepares its financial information in US dollars.

The following table sets out, for the periods presented, the high, low, average and period-end Bloomberg Composite Rate expressed as Sterling per $1.00. The Bloomberg Composite Rate is a "best market" calculation, in which, at any point in time, the composite bid rate is equal to the highest bid rate of all currently active, contributed, bank indications, and the composite ask rate is equal to the lowest ask rate offered by these same bank indications. The Bloomberg Composite Rate is a mid-value rate between the composite bid rate and the composite ask rate. The rates may differ from the actual rates used in the preparation of the consolidated historical financial information and other financial information appearing in this document.

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The average rate for a year, a month, or for any shorter period, means the average of the final daily Bloomberg Composite Rates during that year, month, or shorter period, as the case may be.

Source: Bloomberg

Market, Economic and Industry Data

This document relies on and refers to information regarding the Group's business and the markets in which the Group operates and competes. The market data and certain economic and industry data and forecasts used in this document were obtained from governmental and other publicly available information, independent industry publications and reports prepared by industry consultants.

Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that there can be no assurance as to the accuracy and completeness of such information. The Group believes that these industry publications, surveys and forecasts are reliable, but they have not been independently verified from third party sources.

All such data sourced from third parties contained in this document have been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading.

The Group cannot assure you that any of the assumptions underlying any statements regarding the gas and oil industry are accurate or correctly reflect the Group's position in the industry. Market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that: (i) the markets are defined differently; (ii) the underlying information was gathered by different methods; and (iii) different assumptions were applied in compiling the data. Accordingly, the market statistics included in this document should be viewed with caution and no representation or warranty is given by any person as to their accuracy.

Elsewhere in this document, statements regarding the gas and oil industry are not based on published statistical data or information obtained from independent third parties, but are based solely on the Group's experience, its internal studies and estimates, and its own investigation of market conditions. The Group cannot assure you that any of these studies or estimates are accurate, and none of the Group's internal surveys or information have been verified by any independent sources. While the Group is not aware of any misstatements regarding its estimates presented herein, the Group's estimates involve risks, assumptions and uncertainties, and are subject to change based on various factors.

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Presentation of Reserves

The Group reports the PV-10 value of its reserves on a yearly basis in its annual report and accounts. The PV-10 value for the Group for the six months ended 30 June 2025 is determined using strip pricing and the reserves information, and in each case, has been independently evaluated by the Group's independent engineers, NSAI in accordance with the Petroleum Resources Management System jointly published by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers, as amended (the "PRMS Standards").

The information on reserves in this document is based on economic and other assumptions that may prove to be incorrect. Shareholders should not place undue reliance on the forward-looking statements in this document or on the ability of the information on reserves in this document to predict actual reserves.

Proved reserves are reserves which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expires, unless evidence indicates that renewal is reasonably certain. The term "reasonable certainty" implies a high degree of confidence that the quantities of oil or natural gas actually recovered will equal or exceed the estimate. To achieve reasonable certainty, the Group and the independent reserve engineers employed technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and economic data used in the estimation of the Group's proved reserves include, but are not limited to, well logs, geologic maps and available downhole and production data, micro-seismic data and well-test data.

Reserve engineering is and must be recognised as a subjective process of estimating volumes of economically recoverable oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of natural gas, NGLs and oil that are ultimately recovered. Estimates of economically recoverable natural gas, NGLs and oil and of future net cash flows are based on a number of variables and assumptions, all of which may vary from actual results, including geologic interpretation, prices and future production rates and costs.

Defined terms and technical terms

Certain terms used in this document, including all capitalised terms, are defined and explained in Part 9 ("Definitions"). Certain technical terms are explained in Part 8 ("Technical Terms").

Times

All times referred to in this document are, unless otherwise stated, references to time in London, United Kingdom.

Validity

The validity of this document will expire on the date falling 12 months after the date of approval of this document, or, if earlier, the date that is the later of the date on which the Exchange Shares Admission and the Consideration Shares Admission occurs. The obligation to supplement a prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when a prospectus is no longer valid.

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DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND ADMISSION STATISTICS

Each of the dates and times in the table below is indicative only and may be adjusted by the Company, in which event details of the new times and dates will be notified to the FCA and the London Stock Exchange and announced by way of an announcement issued via a RIS provider.

References to times are to London time unless otherwise stated.

Expected timetable

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Admission Statistics

Notes:

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Part 1

THE SCHEME OF ARRANGEMENT

The Group is proposing to undertake a corporate reorganisation to introduce a Delaware incorporated company as the parent company of the Group. The insertion of the Company as the parent company of the Group is being effected through a Court-sanctioned scheme of arrangement under section 899 of the Companies Act and was approved by the shareholders of the Company on 10 November 2025.

The Group is substantially a US business, reporting in US dollars, with all the Group's operating profit derived from the US, which is also the sole growth market for the business. The Group's executive management team and operational headquarters are based in the United States and all of the Group's employees reside, and all its assets are located, in the US. In addition, as at the Latest Practicable Date, over 65 per cent. of the Company's shareholders were located in the US.

The Company was incorporated under the laws of the State of Delaware on 8 October 2025, as a Delaware corporation. If the Scheme becomes effective, the Company will become the parent company of the Group. It is expected that shortly after the Scheme becomes effective, Old DEC will re-register as a private company and be re-named Diversified Energy Company Limited.

The principal steps involved in the Scheme are as follows:

Under the Scheme, all the Scheme Shares will be cancelled at the Scheme Effective Time.

In consideration of the cancellation of the Scheme Shares, the Scheme Shareholders will receive, in respect of any Scheme Shares held as at the Scheme Record Time:

one Share, or depositary interest representing a Share, for each Scheme

Share, or depositary interest representing a Scheme Share.

Old DEC will then become a wholly-owned subsidiary of the Company. A summary of the similarities and differences in the corporate governance and shareholder rights associated with each of the Company and Old DEC according to applicable law, exchange requirements or the respective organizational documents is set out in Part 6 of this document.

Following the cancellation of the Scheme Shares, the credit arising in the books of the Company as a result of the cancellation will be applied in paying up in full new shares in Old DEC such that the aggregate nominal value of those shares equals the aggregate nominal value of the Scheme Shares cancelled. The new shares in Old DEC will be issued to the Company which will, as a result, become the holding company of Old DEC and the Group. In turn, the Company will issue one Share, or depositary interest representing a Share, for each Scheme Share, or depositary interest representing a Scheme Share at the Scheme Record Time. Immediately following implementation of the Scheme, the holders of Existing Shares will hold Shares (or depositary interests representing the Shares) in the same number and the same proportions in which they held Existing Shares (or depositary interests representing the Existing Shares) at the Scheme Record Time.

44

The implementation of the Scheme is conditional upon:

The Court Hearing is expected to be held, and the Scheme is expected to be sanctioned by the Court, on 21 November 2025.

In connection with the Scheme, the outstanding awards under the Diversified Gas & Oil PLC 2017 Employee Incentive Plan (the "Employee Incentive Plan") are expected to be assumed by the Company. This means that any outstanding awards under the Employee Incentive Plan that currently relate to Existing Shares will be automatically exchanged for awards relating to Shares on a one-for-one basis. Other terms applicable under the Employee Incentive Plan, including the vesting schedule and any vesting conditions, will remain the same. On 11 November 2025, Old DEC sent a notice explaining the impact of the Scheme to existing participants in the Employee Incentive Plan.

The Board and the Remuneration Committee will ensure that participants' existing awards under the Employee Incentive Plan will be assumed by the Company when the Scheme becomes effective.

No further awards or options will be granted under the Employee Incentive Plan after the Scheme becomes effective.

In order to continue to provide share-based incentives to employees within the Group, the Company will adopt the Diversified Energy Company 2025 Equity Incentive Plan (the "2025 Plan"), a US-style omnibus equity incentive plan, conditional on the Scheme becoming effective. Further details relating to the 2025 Plan are included in section 7 of Part 6 ("Additional Information") of this document.

An Employee Benefit Trust ("EBT") was established by Old DEC in 2022 to purchase Existing Shares in the market and is operated through a third-party trustee. The objective of the EBT is to benefit the Group's employees and in particular, to provide a mechanism to satisfy rights to shares arising on the exercise or vesting of awards under the Group's share-based incentive plans and reduce dilution for shareholders. As of the Latest Practicable Date, the EBT holds 1,369,785 Existing Shares. Pursuant to the Scheme, it is intended that the EBT will also be issued one Share for each Existing Share that it holds immediately prior to the Scheme Effective Date. Following the Scheme Effective Date, the EBT will continue to be administered by the third-party trustee to satisfy awards under the Group's share-based incentive plans.

The Company has submitted a listing application to the New York Stock Exchange in order to obtain approval for the New Shares to be listed on the New York Stock Exchange. Applications will also be made to the FCA and the London Stock Exchange for the New Shares to be admitted to the ESICC Category of the Official List and to trading on the London Stock Exchange's main market for listed securities.

45

The last day of dealings in the Existing Shares on the London Stock Exchange and the New York Stock Exchange will be on the Scheme Effective Date. The last time for registration of transfers of Existing Shares will be 6.00 p.m. on the Scheme Effective Date and it is currently expected that NYSE Listing notification for the Exchange Shares will be published on or around 10.00 p.m. on 21 November 2025.

The Group intends to seek the cancellation of listing of the Existing Shares on the Equity Shares (Commercial Companies) Category of the Official List and of trading on the London Stock Exchange's main market for listed securities with effect from 7.00 a.m. on or around 24 November 2025.

Admission of the Exchange Shares to the ESICC Category of the Official List and to the London Stock Exchange will become effective, and dealings in the Shares are currently anticipated to commence, at 8.00 a.m. London time on or around 24 November 2025.

With effect from (and including) the Scheme Effective Time, all share certificates representing the Existing Shares will cease to be valid and binding in respect of such holdings and should be destroyed.

No Shares have been marketed to, or are available for purchase in whole or in part by, the public in the United States, the United Kingdom or elsewhere in connection with the New Shares Admission.

Similar to the Existing Shares, in order for the Exchange Shares to be listed directly on the New York Stock Exchange as part of the Scheme they must be eligible for deposit and clearing through DTC. DTC is a central securities depositary that provides settlement services for companies whose securities are listed on the New York Stock Exchange and other US exchanges. DTC is an intermediated settlement system where Cede & Co., acting as nominee for DTC, will be recorded in the share register as the holder of legal title to the uncertificated New Shares, and trades in those New Shares will be reflected by changes in DTC's book entry system, instead of through a change to the share register.

There will be no material difference to the underlying settlement mechanics of trading the New Shares in the United Kingdom by virtue of transacting through Company DIs, as in practice Shareholders will continue to have substantially the same trading and settlement experience in the United Kingdom as they have today where they trade through Existing Depositary Interests in respect of the Existing Shares.

Shareholders who currently hold Existing Shares in uncertificated form in book-entry interest form

Following the Scheme Effective Time, all Shares issued to Shareholders who at the Scheme Effective Time held Existing Shares in uncertificated form in book entry interests, with the Existing Shares deposited with DTC and held through Cede & Co., will be delivered to and deposited with DTC (held through Cede & Co.), with book entry interests issued through DTC to the participant account of the relevant Shareholder. Accordingly, after the Scheme Effective Time, Existing Shareholders who held Existing Shares in uncertificated form in book entry interest form immediately prior to the Scheme Effective Time will be able to continue to transfer and settle their interests in Shares in DTC and there will be no material difference to the underlying settlement mechanics of trading of the Shares.

Shareholders who currently hold Existing Shares held in uncertificated form through Existing Depositary Interests

Following the Scheme Effective Time, all Shares issued to Shareholders who at the Scheme Effective Time held Existing Shares in uncertificated form in the form of Existing Depositary Interests, through CREST, will be delivered to and deposited with Cede & Co. In order to enable holders of uncertificated Shares to continue to transfer and settle their interests in Shares through CREST after the Scheme Effective Time in the manner in which they previously did in relation to the Existing Shares, such Shareholders will receive depositary interests through CREST representing Shares on a one-for-one basis. Accordingly, after the Scheme Effective Time, Shareholders who held Existing Shares in uncertificated form in the form of Existing Depositary Interests immediately prior to the Scheme Effective Time will instead be able to transfer and settle their interests in Shares through CREST in the form of Company DIs.

46

As the Existing Shareholders currently do in respect of their Existing Shares, holders of Company DIs can trade Shares on the London Stock Exchange (with settlement occurring through Company DIs) or choose to cancel their Company DIs and hold their entitlements to Shares through an account within DTC and/or trade the underlying Shares on the New York Stock Exchange. Holders of Shares through an appointed CREST custodian or nominee should contact their chosen custodian or nominee in the event that they wish to cancel Company DIs that they receive following the Scheme Effective Time so as to receive their interest in Shares through DTC or directly on the Company share register through DRS.

Shareholders who currently hold Existing Shares in certificated form

Following the Scheme Effective Time, Existing Shareholders who held Existing Shares in certificated form at the Scheme Effective Time will continue to be able to hold their Shares directly (in a similar manner to which they held their Existing Shares prior to the Scheme Effective Time). However, the existing share certificates held by such Shareholders will be cancelled and, subject to the completion and returning of a valid letter of transmittal to be sent to the relevant holders as soon as possible after the listing of the New Shares on the New York Stock Exchange (requiring shareholders to surrender any previously issued and outstanding certificates in respect of Existing Shares) the legal title to such Shares will instead be evidenced through the Direct Registration System. DRS is a method of holding legal title to securities but without the need to be issued with and retain a physical share certificate, with shareholders instead receiving an account statement detailing their shareholding.

Shareholders who will be Restricted Shareholders at the Scheme Effective Time

Restricted Shareholders are those Shareholders who hold Shares that bear a restrictive legend prohibiting such Shares from being freely transferred in the United States whether pursuant to a contractual restriction or U.S. securities laws.

Following the Scheme Effective Time, Shareholders who will be considered Restricted Shareholders will hold Shares directly (in their name) through DRS (in the same way as the Existing Shareholders who held Existing Shares in certificated form immediately prior to the Scheme Effective Time will do, and also being subject to the letter of transmittal process described above), but in addition they will still be subject to the transfer restrictions described in their respective restrictive legends.

Overseas Shareholders

General

The implications of the Scheme for, and the distribution of this document to, Overseas Shareholders may be affected by the laws of relevant jurisdictions. Such Overseas Shareholders should inform themselves about and observe all applicable legal requirements.

It is the responsibility of any person into whose possession this document comes to satisfy themselves as to their full observance of the laws of the relevant jurisdiction in connection with the Scheme and the distribution of this document, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

If, in respect of any Overseas Shareholder, the Company is advised that the allotment and issue of Shares would or might infringe the laws of any jurisdiction outside the United Kingdom or the United States, or would or might require the Company to obtain any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Company, it would be unable to comply or which it regards as unduly onerous, the Scheme provides that the Company may determine either: (a) that the shareholder's entitlement to Shares pursuant to the Scheme shall be issued to such shareholder and then sold on his behalf as soon as reasonably practicable at the best price which can be reasonably obtained at the time of sale, with the net proceeds of sale being remitted to the shareholder; or (b) that the shareholder's entitlement to Shares shall be issued to a nominee for such shareholder appointed by the Company and then sold, with the net proceeds being remitted to the shareholder concerned. Any remittance of the net proceeds of sale referred to in this paragraph shall be at the risk of the relevant holder.

47

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme in their particular circumstances.

United States

The Shares to be issued to Scheme Shareholders in connection with the Scheme have not been, and will not be, registered under the US Securities Act. The Exchange Shares will be issued in reliance on the exemption provided by Section 3(a)(10) of the US Securities Act.

For the purpose of qualifying for the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof, Old DEC advised the Court that its sanctioning of the Scheme will be relied on by the Company as an approval of the Scheme following a hearing on its fairness to Existing Shareholders, at which Court Hearing all Scheme Shareholders were entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification was given to all such Shareholders.

The Exchange Shares may generally be immediately resold without restriction under the US Securities Act by former holders of Existing Shares who are not affiliates of the Company and have not been affiliates of the Company within 90 days prior to the issuance of Shares under the Scheme. Thereafter, a former holder of Existing Shares may generally resell without restriction under the US Securities Act the Shares issued under the Scheme, unless such person is an affiliate of the Company within 90 days prior to such resale, or is otherwise a Restricted Shareholder.

Under United States federal securities laws, an Existing Shareholder who is an affiliate of the Company at the time or within 90 days prior to any resale of Shares received under the Scheme will be subject to certain United States transfer restrictions relating to such shares. Such Shares may not be sold without registration under the US Securities Act, except pursuant to any available exemptions from the registration requirements or in a transaction not subject to such requirements (including a transaction that satisfies the applicable requirements for resales outside of the United States pursuant to Regulation S under the US Securities Act). Whether a person is an affiliate of the Company for such purposes depends on the circumstances, but affiliates could include certain Officers and Directors and significant Shareholders. A Shareholder who believes that he or she may be an affiliate of the Company should consult their own legal advisers prior to any sales of Shares received pursuant to the Scheme.

Notice to United States Investors in Old DEC: The Scheme relates to the shares of an England and Wales company and is to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme is subject to the disclosure requirements and practices applicable in England and Wales to schemes of arrangement, which differ from the disclosure and other requirements of United States securities laws. The financial information included in this document has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of United States companies. United States generally accepted accounting principles ("U.S. GAAP") differ in certain significant respects from each of UK generally accepted accounting principles ("UK GAAP") and International Financial Reporting Standards ("IFRS"). None of the financial information in this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

Neither the SEC nor any United States state securities commission has reviewed or approved this document, the Scheme or the Shares. Any representation to the contrary is a criminal offence in the United States.

48

1.	Introduction

Year		Milestone
2001		Acquisition of West Virginian gas and oil company
2003		Partnership through combination of drilling and acquisitions in West Virginia
2006		Asset acquisition from Diversified Resources
2010		Acquisitions and geographical expansion into Ohio
2014		Operated Equity Investment acquisition and further expansion in West Virginia
2015		Acquisition of Broadstreet Energy and Texas Keystone assets
2016		Acquisitions of Eclipse Resources and Seneca Resources
2017		Listing on the AIM Market of the London Stock Exchange
2017		Acquisition of assets from Titan Energy, LLC
2018		Acquisition of assets from Alliance Petroleum
2018		Acquisition of assets from EQT
2018		Acquisition of assets from Core
2019		Acquisition of assets from HG Energy
2019		Acquisition of assets from EdgeMarc Energy
2019		Acquisition of assets from Dominion and Equitrans
2020		Cancellation of listing from AIM and listing on the Main Market
2020		Acquisition of assets from EQT
2020		Acquisition of assets from Carbon Energy
2021		Acquisition of assets from Indigo Minerals

Year		Milestone
2021		Acquisition of assets from Blackbeard
2021		Acquisition of assets from Tanos
2021		Acquisition of Tapstone
2021		Sale of Haynesville undeveloped acreage
2022		Acquisition of assets from East Texas
2022		Acquisition of Appalachian Plugging Company
2022		Acquisition of assets from ConocoPhillips
2023		Acquisition of assets from Tanos
2023		Sale of non-core non-operated assets within Diversified's Central Region
2023		Admission to the NYSE
2024		Acquisition of assets from Oaktree
2024		Acquisition of assets from Crescent Pass
2024		Acquisition of East Texas assets
2025		Acquisition of assets from Summit
2025		Acquisition of Maverick
2025		Strategic partnership with Carlyle
2025		Acquisition of Canvas (expected)

2.

Strategy

3.

Strengths

4.	New Shares Admission

5.	Canvas Acquisition

4.	Overview of Assets and Principal Activities

		NYMEX Strip Pricing
Estimated Proved Reserves(1) (as of 30 June 2025)
Natural gas (MMcf)			4,412,389
Natural gas liquids (MBbl)			152,223
Oil (MBbl)			109,407
Total (MMcfe)(2)			5,982,169
PV-10(3)		$	5,811,764
Estimated Proved Developed Reserves
Natural gas (MMcf)			4,247,777
Natural gas liquids (MBbl)			146,147
Oil (MBbl)			79,473
Total (MMcfe)(2)			5,601,497
Estimated Proved Undeveloped Reserves
Natural gas (MMcf)			164,612
Natural gas liquids (MBbl)			6,076
Oil (MBbl)			29,934
Total (MMcfe)(2)			380,672

(1)	The Group's reserves are calculated in accordance with the PRMS Standards, based on NYMEX Strip Pricing, as reported in Old DEC's half year report for the six months ended 30 June 2025.

(2)	Assumes a ratio of six Mcf of natural gas per Bbl.

(3)

The PV-10 of the Group's proved reserves as of June 30, 2025, was prepared without giving effect to taxes or hedges. PV-10 is a non- GAAP and non-IFRS financial measure and generally differs from the "standardised measure of future net cash flows," the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net cash flows. The Directors believe that the presentation of PV-10 is relevant and useful to the Group's investors as supplemental disclosure to the standardised measure because it presents the discounted future net cash flows attributable to the Group's reserves prior to taking into account future corporate income taxes and the Group's current tax structure. While the standardised measure is dependent on the unique tax situation of each company, PV-10 is based on a pricing methodology and discount factors that are consistent for all companies. Because of this, PV-10 can be used within the industry and by creditors and securities analysts to evaluate estimated net cash flows from proved reserves on a more comparable basis. Investors should be cautioned that neither PV-10 nor the standardised measure represents an estimate of the fair market value of the Group's proved reserves.

		30 June 2025				31 December 2024
Production
Natural Gas (MMcf)			140,106				244,298
NGLs (MBbls)			3,911				5,980
Oil (MBbls)			3,121				1,568
Total production (MBoe)			182,298				289,586

•

Appalachia Basin in multiple states, which is comprised of various conventional shallow oil and gas reservoirs, and the stacked Marcellus and Utica shales;

•

the Permian Basin in West Texas and New Mexico, which consists of various stack plays;

•

East Texas Basin in East Texas and Louisiana, which consists of the stacked Cotton Valley, Haynesville, and Bossier shales;

•

Anadarko Basin in North Texas and Oklahoma, which consists of various stacked plays; and

•

Fort Worth Basin in Central Texas, which is comprised of the Barnett Shale.

		30 June 2025
Production
Natural Gas (MMcf)			140,106
NGLs (MBbls)			3,911
Oil (MBbls)			3,121
Total production (MMcfe)			182,298

5.

Reserves

		As of 31 December 2024
Total gross productive wells			76,510
Natural gas wells			73,055
Oil wells			3,455
Total net productive wells			64,180
Natural gas wells			62,384
Oil wells			1,796

		As of 31 December 2024(1)
Total gross in progress wells			-
Total net in progress wells			-

(1)	Comprised of wells in the Appalachian Region.

		Development
		Productive wells								Dry wells								Total
Year		Gross				Net				Gross				Net				Gross				Net
2024			-				-				-				-				-				-
2023			4				4				-				-				4				4
2022			5				2				-				-				5				2

Developed Acreage				Undeveloped Acreage				Total Acreage
Gross(1)		Net(2)		Gross(1)		Net(2)		Gross(1)		Net(2)
7,073,071		3,917,121		8,418,195		5,572,567		15,491,266		9,489,688

(1)	A gross acre is an acre in which a working interest is owned. The number of gross acres is the total number of acres in which a working interest is owned.

(2)	A net acre is deemed to exist when the sum of the fractional ownership working interests in gross acres equals one. The number of net acres is the sum of the fractional working interests owned in gross acres expressed as whole numbers and fractions thereof.

		Gross				Net
2025			25,721				2,884
2026			2,690				59
2027			-				-

6.	Production Volumes, Average Sales Prices and Operating Costs

		30 June 2025				30 June 2024				31 December 2023				31 December 2024
Production
Natural Gas (MMcf)			140,106				114,409				256,378				244,298
NGLs (MBbls)			3,911				2,829				5,832				5,980
Oil (MBbls)			3,121				730				1,377				1,568
Total production (MMcfe)			182,298				135,763				299,632				289,586
Average daily production (MMcfepd)			1,007				746				821				791
% Natural gas (Mcfe basis)			77	%			84	%			86	%			84	%
Average realised sales price (excluding impact of derivatives settled in cash)
Natural gas (Mcf)		$	3.11			$	1.83			$	2.17			$	1.90
NGLs (Bbls)			25.76				25.07				24.23				25.17
Oil (Bbls)			64.72				76.97				75.46				74.71
Total (Mcfe)		$	4.05			$	2.48			$	2.68			$	2.53
Average realised sales price (including impact of derivatives settled in cash)
Natural gas (Mcf)		$	2.88			$	2.58			$	2.86			$	2.57
NGLs (Bbls)			23.09				23.82				26.05				24.32
Oil (Bbls)			66.08				70.49				68.44				69.54
Total (Mcfe)		$	3.84			$	3.05			$	3.27			$	3.05
Revenue (in thousands)
Natural gas		$	435,082			$	209,008			$	557,167			$	464,600
NGLs			100,745				70,935				141,321				150,513
Oil			202,001				56,185				103,911				117,146
Total commodity revenue		$	737,828			$	336,128			$	802,399			$	732,259
Midstream revenue			22,200				17,416				30,565				32,535
Other revenue			18,037				15,130				35,299				30,047
Total revenue		$	778,065			$	368,674			$	868,263			$	794,841
Gain (loss) on derivative settlements (in thousands)
Natural gas		$	(31,437	)		$	86,035			$	177,139			$	164,452
NGLs			(10,440	)			(3,561	)			10,594				(5,055	)
Oil			4,223				(4,725	)			(9,669	)			(8,108	)
Net gain (loss) on commodity derivative settlements(1)		$	(37,654	)		$	77,749			$	178,064			$	151,289
Total revenue, inclusive of settled hedges		$	740,411			$	446,423			$	1,046,327			$	946,130
Per Mcfe Metrics
Average realised sales price (including impact of derivatives settled in cash)		$	3.84			$	3.05			$	3.27			$	3.05
Midstream and other revenue			0.22				0.24				0.22				0.22
LOE			(1.12	)			(0.73	)			(0.71	)			(0.80	)
Midstream operating expense			(0.20	)			(0.26	)			(0.23	)			(0.24	)
Employees, administrative costs and professional services			(0.26	)			(0.30	)			(0.26	)			(0.30	)
Recurring allowance for credit losses			--				-				(0.03	)			-
Production taxes			(0.22	)			(0.15	)			(0.21	)			(0.12	)
Transportation expense			(0.35	)			(0.31	)			(0.32	)			(0.31	)
Proceeds received from leasehold sales			0.38				0.05				0.09				0.14
Adjusted EBITDA per Mcfe		$	2.29			$	1.59			$	1.82			$	1.64
Adjusted EBITDA Margin			56	%			49	%			52	%			50	%
Other financial metrics (in thousands)
Adjusted EBITDA		$	417,977			$	217,787			$	546,788			$	472,309
Operating profit (loss)		$	133,215			$	2,391			$	1,161,051			$	(43,026	)
Net income (loss)		$	(33,926	)		$	15,745			$	759,701			$	(87,001	)

(1)

Net gain (loss) on commodity derivative settlements represents cash (paid) or received on commodity derivative contracts. This excludes settlements on foreign currency and interest rate derivatives as well as the gain (loss) on fair value adjustments for unsettled financial instruments for each of the periods presented.

7.	Acquisitions and Consolidation

8.	Operations

		Natural Gas (MMcf)
2025		77,187
2026		52,802
2027		130,911
Thereafter		242,276

9.	Capital Expenditure and Liquidity

10.	Recent developments and trends affecting the Group

11.

Employees

12.	Environmental, Health and Safety

13.	Government Regulation

14.	Dividend policy

Reference Document		Information Incorporated by reference		Page number in the reference documents
2024 Annual Report
		Overview of our Business		1
		Strategy		2 - 3
		Key Performance Indicators		4 - 5
		Our Business		5
		Financial Review		23 - 28
		Liquidity & Capital Resources		28 - 30
		Cash Flows		31
		Contractual Obligations & Contingent Liabilities & Commitments		32
		Alternative Performance Measures (Unaudited)		144 - 146
2023 Annual Report
		A Differentiated Business Model		8 - 9
		Geographic Operating Areas		10 - 11
		Strategy		12 - 16
		Key Performance Indicators		17 -19
		Results of Operations		59 - 68
		Liquidity & Capital Resources		68 - 71
		Cash Flows		71 - 72
		Contractual Obligations & Contingent Liabilities & Commitments		73
		Alternative Performance Measures (Unaudited)		206 - 208
2022 Annual Report
		A Differentiated Business Model		10 - 11
		Geographic Operating Areas		12 - 13
		Strategy		14 - 18
		Key Performance Indicators		19 - 21
		Results of Operations		46 - 52
		Liquidity & Capital Resources		52 - 58
		Cash Flows		59
		Contractual Obligations		60
		Alternative Performance Measures (Unaudited)		180 - 181

Reference Document		Information Incorporated by reference		Page number in the reference documents
H1 2025 Interim Report
		Overview of Our Business		2
		Financial & Operating Results		2 - 3
		Results of Operations		3 - 9
		Liquidity & Capital Resources		9 - 10
		Cash Flows		11
		Contractual Obligations and Contingent Liabilities & Commitments		12
		Alternative Performance Measures (Unaudited)		45-47

		Unaudited as at 30 September 2025
		$	'000
Total current debt (including current portion of non-current debt))
Guaranteed			-
Secured (1)			230,748
Unguaranteed/unsecured			-
Total non-current debt (excluding current portion of non-current debt)
Guaranteed			-
Secured(1)			2,465,176
Unguaranteed/unsecured			-
Shareholders' equity (2)
Share capital			20,372
Share premium			1,378,049
Treasury reserve			(174,686	)
Share based payment and other reserves			270,081
Total equity			1,493,816

(1)

Secured debt primarily includes borrowings under the Group's Credit Facility, the Nordic Bond, and the ABS Notes, which are collaterialised by certain of the Group's producing and midstream assets. Borrowings also contains $7,850,000 in other miscellaneous borrowings primarily related to real estate, vehicles and equipment, the majority of which is non-current.

(2)	Shareholders' equity does not include the retained earnings reserve.

		Unaudited as at 30 September 2025
		$	'000
Cash			43,102
Cash equivalents			-
Other current financial assets			-
Liquidity			43,102
Current financial debt (including debt instruments, but excluding current portion of non-current financial debt)			-
Current portion of non-current debt			(230,748	)
Current financial indebtedness			(230,748	)
Net current financial indebtedness			(187,646	)
Non-current financial debt (excluding current portion and debt instruments)			(2,465,176	)
Debt instruments			-
Non-current trade and other payables			-
Non-current financial indebtedness			(2,465,176	)
Total indebtedness (1)			(2,652,822	)

1.	Responsibility

1.1

The Company and its Directors whose names appear in paragraph 11 of this Part 6 ("Additional Information"), accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.

2.	Incorporation and Registered Office

2.1

The Company was incorporated on 8 October 2025 and is registered in the State of Delaware, United States as a corporation with the name Diversified Energy Company, with registered number 10359877 and LEI 529900XTQ3OKXR6P0H74. The Company currently operates under the General Corporation Law of the State of Delaware, as from time to time amended.

2.2	The Company's principal place of business is at 1600 Corporate Drive, Birmingham, Alabama 35242, United States. The registered office of the Company is 1209 Orange Street, Wilmington, Delaware 19801 and its telephone number is +1-205-408-0909. The Company's website is https://www.div.energy/.

2.3

The principal legislation under which the Company operates and under which the Shares will be created is the General Corporation Law of the State of Delaware. The Company operates in conformity with its Bylaws. The Shares are denominated in US dollars. The Shares will be quoted and traded in Pounds Sterling on the London Stock Exchange and in US Dollars on the New York Stock Exchange.

3.	Share Capital

3.1	The Company was incorporated with an issued share capital of $0.01, comprising of one Share of par value $0.01. The Share was issued fully paid.

3.2	As at the Latest Practicable Date, the issued share capital of the Company was $0.01, being the share capital attributed to one Share of par value $0.01 (which was fully paid). As at the Latest Practicable Date, the Company does not hold any shares in treasury.

3.3

With effect from (and including) Scheme Effective Time, the issued share capital of the Company is expected to be $767,256.68, divided into 76,725,668 Shares of par value $0.01 each (all of which will be fully paid). The issue of the Exchange Shares pursuant to the Scheme has been authorised by a resolution of the Director dated 18 November 2025.

3.4

At the Exchange Shares Admission and the Consideration Shares Admission, the Shares will be freely and publicly transferable and at least 10% of the Shares will be held in public hands (within the meaning of paragraph 14.2.2 of the UK Listing Rules), save that the Consideration Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 4(a)(2) thereof and therefore cannot be sold or transferred except as permitted under the US Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom.

3.5

The Exchange Shares, if and when issued will be fully paid, identical to, and rank pari passu with, the Shares, including the right to receive all dividends and other distributions declared, made or paid on the Shares by reference to a record date on or after the Exchange Shares Admission. The Consideration Shares, if and when issued, will be fully paid and identical to, and rank pari passu with, the Shares, including the right to receive all dividends and other distributions declared, made or paid on the Shares by reference to a record date on or after the Consideration Shares Admission.

4.	An overview of the key differences on shareholder rights between Delaware and English law

4.1

Old DEC is a public limited company incorporated in England and Wales under English law. English law and Old DEC's articles of association govern the rights of Existing Shareholders. The Company is a corporation incorporated under Delaware law. Below is a summary outlining important similarities and differences in the corporate governance and shareholder rights associated with each of the Company and Old DEC according to applicable law, exchange requirements or the respective organizational documents.

5.	Consequences of moving from the ESCC Category to the ESICC Category

(a)

Chapter 4, regarding maintaining a sponsor to guide companies in understanding their obligations under the Listing Rules in connection with certain matters;

(b)

Chapter 6, regarding certain additional continuing obligations which are only applicable to companies listed on the equity shares (commercial companies) category;

(c)

Chapter 7, regarding significant transactions and reverse takeovers;

(d)

Chapter 8, regarding related party transactions;

(e)

Chapter 9, regarding further issuances of equity securities and dealings in a company's own securities and treasury shares (including offering pre emption rights and the ability to issue shares at a discount in excess of 10 per cent. of market value); and

(f)

Chapter 10, regarding requirements relating to the form and content of circulars to be sent to shareholders.

6.	Group Structure

6.1	As at the Latest Practicable Date, Old DEC is the holding company of the Group. Following the Scheme Effective Date, the Company will become the holding company of the Group and Old DEC will become a direct subsidiary of the Company.

6.2

Following the Exchange Shares Admission, Old DEC will take such steps as necessary to distribute its shareholding in DGOC (its direct subsidiary) to the Company, and the Company will take such steps are as necessary for the winding up of Old DEC, such that DGOC will be a direct subsidiary of the Company.

7.	2025 Plan following the Exchange Shares Admission

7.1

Following the Scheme becoming effective, the Company proposes to continue to use equity incentive plans to provide share-based compensation to employees and other service providers of the Group. Accordingly, the Directors will adopt the 2025 Plan, conditional on the Scheme becoming effective. No new rights will be granted under the Employee Incentive Plan following the Scheme Effective Date.

7.2

The purpose of the 2025 Plan is to promote and closely align the interests of Group employees, officers, non-employee Directors, and other service providers and the Shareholders by providing stock-based compensation and other performance-based compensation. The objectives of the 2025 Plan are to attract and retain the best available personnel for positions of substantial responsibility and to motivate participants to optimize the Group's profitability and growth through incentives that are consistent with the Group's goals and that link the personal interests of participants to those of our stockholders. The 2025 Plan allows for the grant of stock options, both incentive stock options and "non-qualified" stock options; stock appreciation rights ("SARs"), alone or in conjunction with other awards; restricted stock and restricted stock units ("RSUs"); incentive bonuses, which may be paid in cash, stock, or a combination thereof; and other stock-based awards. We refer to these collectively herein as "Awards."

7.3	The principal provisions of the 2025 Plan are set out below. The following description of the 2025 Plan is not intended to be complete and is qualified in its entirety by reference to the complete text of the 2025 Plan.

8.	Existing Incentive Plan

8.1

On 30 January 2017, Old DEC implemented the Employee Incentive Plan, under which the Group offers incentives to employees and the Executive Director. Awards granted under the Employee Incentive Plan are currently administered by the Old DEC Board (or duly constituted committee thereof), which is also responsible for, among other things, construing and interpreting the Employee Incentive Plan.

8.2

At the Scheme Effective Time, the outstanding awards under the Employee Incentive Plan that currently relate to Existing Shares will be automatically exchanged for awards relating to Shares on a one-for-one basis. Other terms applicable under the Employee Incentive Plan, including the vesting schedule and any vesting conditions, will remain the same. It may be necessary to make minor administrative changes to the terms of the awards. Following the Exchange Shares Admission, it is expected that awards over a total of 3,388,527 Existing Shares will remain outstanding and will be automatically exchanged for awards relating to Shares on a one-for-one basis.

8.3

The Employee Incentive Plan provided for the potential award of two types of share option awards: incentive stock options and non-qualified stock options. The Employee Incentive Plan set out a number of eligibility conditions which were to be followed, including that incentive stock options were only to be granted to employees and each award granted under the Employee Incentive Plan was to be evidenced by an award agreement. The Employee Incentive Plan also provided for other awards consisting of stock appreciation rights, restricted awards, performance share awards and performance compensation awards. Performance compensation awards could take the form of a cash bonus, a portion of which could be deferred through the grant of restricted stock units. Award levels were determined each year by the Remuneration Committee. An award would not be granted to an individual if such grant would cause the aggregate total market value (as measured at the respective dates of grant) of the maximum number of shares that could be acquired on realisation of the individual's Employee Incentive Plan awards in relation to the same financial year to exceed 250 per cent. of the individual's base salary at the date of grant (other than the CEO, where it was not to exceed 325 per cent. of the CEO's base salary at the date of the grant), subject to the discretion of the Remuneration Committee. The vesting of awards granted to the Executive Director and other senior employees was normally dependent upon the satisfaction of stretching performance conditions that were appropriate to the strategic objectives of the Group. If the Remuneration Committee so determined upon the grant of certain types of award, the number of shares under an award could be increased to account for dividends paid on any vesting shares in the period between grant and vesting (or such other period as the Remuneration Committee might determine). Alternatively, participants could receive a cash sum equal to the value of dividends paid on any vesting shares in the relevant period. Where appropriate, awards under the Employee Incentive Plan were granted subject to Old DEC's policy relating to malus and clawback and post-vesting holding periods. In any 10-year period, Old DEC could not grant awards under the Employee Incentive Plan if such grant would cause the number of shares that could be issued under the Employee Incentive Plan or any other share plan adopted by Old DEC or any other company under Old DEC's control on or after admission to exceed 10 per cent. of Old DEC's issued ordinary share capital at the proposed date of grant.

8.4	Following the Exchange Shares Admission, it is proposed that the Company will adopt the new 2025 Plan. A summary of the principal provisions of the 2025 Plan are as set out in section 7 of this Part 6 ("Additional Information") of this document.

8.5

Old DEC has entered into Restricted Stock Unit Agreements with certain employees ("Recipients") pursuant to which such employees were granted the following RSUs in Old DEC to acquire new Existing Shares under the Employee Incentive Plan. As at the Latest Practicable Date, 1,951,237 RSUs are currently outstanding. Each RSU represents the right to one Existing Share in Old DEC. The Recipients do not have any rights as a shareholder with respect to the shares underlying the RSUs, including the rights to vote or to dividends, until the RSUs vest and are settled by the issuance of new Existing Shares. In order for the RSUs to vest, the Recipient must remain actively employed with the Company. Following the Exchange Shares Admission, it is expected that these RSU awards will be automatically exchanged for awards relating to Shares on a one-for-one basis.

8.6

Old DEC has also entered into Performance Share Award Agreements with Recipients pursuant to which such employees were granted the following PSUs in the Company to acquire new Existing Shares under the Employee Incentive Plan. As at the Latest Practicable Date, 1,315,706 PSUs are currently outstanding. Each PSU represents the right to one Existing Share in Old DEC. The Recipients do not have any rights as a shareholder with respect to the shares underlying the PSUs, including the rights to vote or to dividends, until the PSUs vest and are settled by the issuance of new Existing Shares or the transfer of Existing Shares from the EBT. The PSUs are expected to vest no later than 31 March 2026 and 31 March 2028, subject to certain performance targets being met over the three-year performance periods of 1 January 2023 through 31 December 2025, 1 January 2024 through 31 December 2026, and 1 January 2025 through 31 December 2027, respectively. The performance targets measure three-year average free cash flow growth, three-year average return on equity, three-year absolute TSR, three-year TSR relative to FTSE 250 Index TSR and three-year methane intensity reduction. Following the Exchange Shares Admission, it is expected that these PSU awards will be automatically exchanged for awards relating to Shares on a one-for-one basis.

8.7

As of the date of this document, under the Employee Incentive Plan, Old DEC has no unvested options outstanding to directors and employees of the Group, and 139,794 vested options which have not been exercised. Old DEC has granted options under the Employee Incentive Plan over 130,169 new Existing Shares outstanding (all of which have been vested but remain unexercised) in aggregate at an exercise price of 1,680 pence per share to a total of 8 employees (including the Executive Director), over 9,625 new Existing Shares outstanding (all of which have been vested but remain unexercised) in aggregate at an exercise price of 2,400 pence per share to two employees. Following the Exchange Shares Admission, it is expected that these outstanding options will be automatically exchanged for options relating to Shares on a one-for-one basis.

8.8

The following options and awards have been granted by Old DEC to the Directors and Senior Managers and remain outstanding as at the Latest Practicable Date. Following the Exchange Shares Admission, it is expected that these outstanding options and awards will be automatically exchanged for options relating to Shares on a one-for-one basis.

(1)

Performance share awards issued by Old DEC

(2)

Restricted stock units issued by Old DEC

(3)

Awards are exclusive of any accrued dividend equivalents

8.9

Other than pursuant to the Scheme and pursuant to the vesting of awards and the exercise of options granted and to be granted under the share option plans, there is no present intention to issue any Shares in the capital of the Company or transfer any Shares from the EBT, and the Company has no other convertible securities, exchangeable securities or securities with warrants in issue.

9.

Bylaws

9.1

The Certificate of Incorporation and the Bylaws, each of which will become effective prior to the Scheme Effective Time, are available for inspection as set out in paragraph 30 of this Part 6 ("Additional Information"). The Certificate of Incorporation and Bylaws include provisions to the following effect:

9.2	Authorised capitalisation

9.3	Company common stock

(a)

Voting rights

(b)

Dividend rights

(c)

Rights upon liquidation

(d)

Pre-emptive rights

9.4	Company preferred stock

9.5

Dividends

9.6	Annual stockholder meetings

9.7	Election and removal of Directors; vacancies

9.8

Quorum

9.9	Authorised but unissued capital stock

9.10	Special meetings

9.11	Stockholder action by written consent

9.12	Amendments to the Constitutional Documents

9.13	Limitations on liability and indemnification of officers and directors

9.14	Exclusive jurisdiction of certain actions

10.	Depositary Interests and Settlement

10.1	Shares held in uncertificated form in book-entry interest form

10.2	Shares held in uncertificated form through Company DIs

•

receive notices of general meetings of the Company;

•

give directions as to voting at general meetings of the Company;

•

request to be appointed as proxy in respect of Shares underlying their Company DIs, enabling them to attend and speak at general meetings of the Company; and

•

have made available to them, at their request, copies of the annual report and accounts of the Company and all other documents issued by the Company to Shareholders generally.

10.3	Shares held in DRS

11.	Directors and Senior Managers

11.1

Directors

(1)

The Proposed Directors are expected to be appointed with effect from the Scheme becoming effective.

11.2	Profiles of the Directors

11.3	Senior Managers

11.4	Profiles of the Senior Managers

12.	Directors' and Senior Managers' Interests

12.1	Directors' and Senior Managers' interests in share capital

(1)

Details of the options and awards over Existing Shares under the Employee Incentive Plan held by the Directors and Senior Managers are set out in paragraph 8 above and details of the relevant share option plans are set out in paragraph 8 of this Part 6 ("Additional Information"). The options and awards are not included in the interests of the Directors and Senior Managers shown in the table above.

12.2	Other interests

13.	Other Directorships

14.	Directors' and Senior Managers' Confirmations

14.1	As at the date of this document, none of the Directors or Senior Managers have, during the five years prior to the date of this document:

(a)

been convicted in relation to a fraudulent offence;

(b)

been associated with any bankruptcies, receiverships, liquidations or companies put into administration while acting in the capacity of a member of the administrative, management or supervisory bodies or as a partner, founder or senior manager of any partnership or company;

(c)

been subject to any official public incrimination and/or sanctions by any statutory or regulatory authorities (including any designated professional bodies); or

(d)

been disqualified by a court from acting as a director of a company or from acting as a member of the administrative, management or supervisory bodies of any company or from acting in the management or conduct of the affairs of any company.

•

Mr. Randall Wade Scott is expected to be appointed as a Director, with effect from the Scheme becoming effective, pursuant to the Relationship Agreement under which EIG is entitled to nominate for appointment one non-executive director to the Board for so long as it (together with its affiliates) holds, in the aggregate, no fewer than 10% of the Shares.

15.	Remuneration, service agreements and letters of appointment

15.1

The details of the existing service contract of the Executive Director and the letters of appointment for the Non-Executive Directors, in each case, with Old DEC and the remuneration for the Executive and Non-Executive Directors for the year ended 31 December 2024 has been incorporated by reference into this document. Investors are referred to in Part 7 ("Documents Incorporated by Reference") for specific items of information which have been incorporated by reference into this document.

15.2

The aggregate remuneration paid (including salary and other benefits) to the Senior Managers of the Group in the year ended 31 December 2024 was $2,045,831 all of which comprised salaries and short-term benefits. The Group offers a retirement plan in accordance with subsection 401(k) of the Internal Revenue Code in which the Senior Managers may make voluntary pre and post-tax contributions towards their own retirement. The Group matches the Senior Managers' contributions up to $24,150 per annum.

15.3

Conditional upon the Scheme becoming effective, the Company will enter into a new service contract with the Executive Director and new letters of appointment with the Non-Executive Directors. The terms of their appointment will be substantially similar to their existing appointments. However, following the Exchange Shares Admission, the Group may evaluate the structure of its compensation program for Directors and senior management, if appropriate.

16.	Corporate governance

16.1	Compliance with applicable corporate governance rules and regulations

16.2	Board committees

17.	Major Shareholders

17.1

So far as the Company is aware, as at the Latest Practicable Date, the following persons (other than the Directors and Senior Managers) had notifiable interests in five per cent. or more of the issued share capital of Old DEC, and the amount of such persons' holding of the total voting rights in respect of the Shares following the Scheme becoming effective is expected to be as follows:

17.2

Save as disclosed in this paragraph 17, the Directors are not aware of any holdings of voting rights (within the meaning of Chapter 5 of the DTRs) which will represent five per cent. or more of the total voting rights in respect of the issued share capital of the Company once the Scheme becomes effective.

17.3	So far as the Company is aware, immediately following implementation of the Scheme, no person or persons directly or indirectly, jointly or severally, will exercise or could exercise control over the Company.

17.4	Neither the Company nor the Directors are aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.

17.5	There are no differences between the voting rights enjoyed by the major Existing Shareholders described above and those enjoyed by any other holder of Existing Shares and expected to be enjoyed by holders of Shares.

18.	Related Party Transactions

•

In 2025, the Company divested 965 oil and gas wells to an entity owned by Mr. Hutson, for total consideration received by the Company of approximately $1.75 million.

19.	Subsidiaries, Investments and Principal Establishments

19.1	Old DEC is the current holding company of the Group and the Company will be the holding company of the Group following the Scheme becoming effective. The significant subsidiaries and subsidiary undertakings of Old DEC are as follows:

19.2	Save as described above, there are no undertakings in which the Group holds a proportion of the share capital which are likely to have a significant effect on the assessment of the Group's assets and liabilities, financial position or profits and losses.

20.	Certain UK Tax Considerations

20.1	Stamp duty reserve tax

20.2	Taxation of capital gains

(a)

UK resident Shareholders

(b)

Non-UK Shareholders

20.3	Taxation of Dividends

(a)

UK resident individual Shareholders

(b)

UK resident corporate Shareholders

(c)

Non-UK resident Shareholders

(d)

Withholding tax

21.	Certain US Tax Considerations

21.1	Treatment as a result of the implementation of the Scheme

(a)

US Holders

(b)

Non-US Holders

21.2	Income from the Exchange Shares

(a)

US Holders

(b)

Non-US Holders

21.3	Disposal of the Exchange Shares

(a)

US Holders

(b)

Non-US Holders

(i)

such Non-US Holder is an individual who was present in the US for 183 days or more in the taxable year of such disposition and certain other requirements are met, in which case any gain realised will generally be subject to a flat 30 per cent. US federal income tax;

(ii)

the gain is effectively connected with a trade or business of such Non-US Holder in the US (and, if required by an applicable income tax treaty, attributable to a US permanent establishment or fixed base maintained by such Non-US Holder), in which case such gain will be subject to US federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to US Holders, and any such gain of a Non-US Holder that is a corporation may be subject to an additional "branch profits tax" at a rate of 30 per cent. (or such lower rate as may be specified by an applicable income tax treaty); or

(iii)

Exchange Shares constitute US real property interests ("USRPIs") by reason of the Company's status as a US real property holding corporation ("USRPHC") for US federal income tax purposes.

21.4	Foreign Account Tax Compliance Act

22.	Material Contracts

22.1

The following is a summary of those material contracts, not being contracts entered into in the ordinary course of business, which have been entered into by the Company or any member of the Group within the two years immediately preceding the date of this document and of those other contracts, not being contracts entered into in the ordinary course of business by any member of the Group, that contain provisions under which the Company and/or any member of the Group has an obligation or entitlement which is or may be material to the Group as at the date of this document:

(a)

Canvas merger agreement

(b)

Registration Rights Agreement

(c)

Relationship Agreement

(i)

no fewer than 20% of the Existing Shares in Old DEC, EIG shall be entitled to nominate for appointment two non-executive directors to the Old DEC Board,

(ii)

fewer than 20% but no fewer than 10% of the Existing Shares in Old DEC, EIG shall be entitled to nominate for appointment one non-executive director to the OLD Dec Board; and

(iii)

no fewer than 10% of the Existing Shares in Old DEC, the number of directors on the Old DEC Board shall not exceed eight without the prior written consent of EIG.

(d)

2025 Prospectus Sponsor Agreement

(e)

Underwriting Agreement

(f)

Maverick Merger Agreement

(g)

Summit purchase and sale agreement

(h)

East Texas Assets purchase and sale agreement

(i)

Crescent Pass purchase and sale agreement

(j)

Oaktree membership interest purchase agreement

(k)

2024 Oaktree Acquisition Sponsor Agreement

(l)

ABS IV Notes

(m)

ABS VI Notes

(n)

ABS VII Notes

(o)

ABS VIII Notes

(p)

ABS IX Notes

(q)

ABS X Notes

(r)

Credit Facility

(s)

Nordic Bonds

(t)

Carlyle joint venture agreement

23.	Litigation

24.	Working capital

25.	Profit Forecasts

(a)

Factors exclusively outside the influence or control of the Directors:

•

There will be no change to current prevailing global macroeconomic and political conditions (including any recession, geopolitical tension, further escalation of conflict or war in or affecting areas where the Group generates its revenues or where its key customers are based (or any sanctions imposed in response to any such events)) which is material in the context of the Profit Forecast.

•

There will be no operational disruptions or interruptions of service that materially affect the Group's range of production volumes delivered across its portfolio of oil and gas assets currently assumed in the Profit Forecast or its key markets/customers, including as a result of any natural disaster, global pandemics, act of terrorism, cyber-attack and/or widespread technology disruption issue.

•

There will be no change in the legislation or regulation by local, state or federal governments impacting on the Group's operations or the accounting policies and standards to which it is subject which is material in the context of the Profit Forecast.

•

There will be no counterparty default in relation to hedging contracts that the Group has entered into.

•

There will be no litigation, contractual dispute or regulatory action which is material in the context of the Group.

(b)

Factors within the influence or control of the Directors:

•

No significant acquisitions or disposals, other than where anticipated and disclosed in this Prospectus will be entered into by the Group which have an impact on the Group's income or expenditure which is material in the context of the Profit Forecast.

•

There will be no material change to the expected value or timing of forecast land sales which are currently anticipated per the Profit Forecast.

•

There will be no material change to the hedging profile currently assumed in the Profit Forecast.

•

The Group's accounting policies will be consistently applied over the forecast period to 31 December 2025 so far as is material to the Profit Forecast.

•

No material change in the present management or control of the Group or its existing operational strategy during the period to 31 December 2025.

26.	No significant change

27.	Miscellaneous

27.1

Statutory consolidated accounts of the Old DEC Group have been delivered to the Registrar of Companies in respect of the financial years ended 31 December 2024, 31 December 2023 and 31 December 2022 and an independent auditors' report was made on those accounts. The auditors' reports did not include a reference to any matter to which the auditors drew attention by way of emphasis without qualifying the opinion; and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

27.2

The Old DEC Group H1 2025 Financial Statements have been approved by the Old DEC Board on 11 August 2025. These financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006, and should be read in conjunction with the Group 2024 Financial Statements.

27.3

The expenses of, and incidental to, the New Shares Admission payable by the Group, including professional fees and commissions and the costs of preparation, printing and distribution of documents, the London Stock Exchange fee, and the FCA's listing fee, are estimated to amount to approximately £3 million (exclusive of any applicable value added tax). No expenses will be charged to investors in connection with the New Shares Admission. All expenses in relation to the New Shares Admission will be borne by the Group.

28.	Mandatory Bids and Compulsory Acquisition Rules Relating to the Common Stock

28.1	As the Company is incorporated under the laws of a state of the United States, the City Code on Takeovers and Mergers of the United Kingdom will not apply to the Company, and a takeover offer by the Company will not be regulated by the Panel on Takeovers and Mergers.

28.2

The Company is a Delaware corporation and is subject to the DGCL. Section 253 of the DGCL permits a parent corporation that owns at least 90 per cent of the outstanding shares of each class of the stock of a Delaware corporation to merge the subsidiary corporation with and into the parent corporation without the approval of such subsidiary's stockholders. Section 262 of DGCL provides minority stockholders with appraisal rights and generally permits stockholders who dissent from the stockholder approval for a merger, if such approval is required for the merger, to request an appraisal of the fair value of their stock from the Delaware Chancery Court. A stockholder is accordingly entitled to dissent from, and request payment of the fair value of such stockholder's share in the event of, among other things, a merger or consolidation, in each case requiring stockholder approval. Notwithstanding the foregoing, the DGCL does not confer appraisal rights in specified circumstances, including for a stockholder holding shares that are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders unless the consideration received by such stockholder in the merger or consolidation for which such stockholder is seeking appraisal consists of anything except any combination of the stock of the surviving or resulting corporation, shares of stock of any other corporation either listed on a national securities exchange or held of record by more than 2,000, or cash in lieu of fractional shares.

29.	Documents incorporated by reference

29.1	The contents of the Group's website, unless specifically incorporated by reference, any website mentioned in this document or any website directly linked to these websites have not been verified and do not form part of this document, and prospective investors should not rely upon them.

29.2	Details of documentation incorporated into this document by reference are explained in Part 7 ("Documents Incorporated by Reference").

30.	Documents available for inspection

30.1

Copies of the following documents will be available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this document until the later of the date on which the Exchange Shares Admission and the Consideration Shares Admission occurs, at the Company's principal executive office at 1600 Corporate Drive, Birmingham, Alabama 35242:

(a)

the Bylaws and the Certificate of Incorporation;

(b)

the 2024 Annual Report, including the Alternative Performance Measures as set out in the 2024 Annual Report;

(c)

the 2023 Annual Report, including the Alternative Performance Measures as set out in the 2023 Annual Report;

(d)

the 2022 Annual Report, including the Alternative Performance Measures as set out in the 2022 Annual Report;

(e)

the H1 2025 Interim Report, including the Alternative Performance Measures as set out in the H1 2025 Interim Report;

(f)

the 2025 Prospectus; and

(g)

this document.