TALOS ENERGY INC

The information in this Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Forward-looking statements may include statements about:

•

business strategy;

•

recoverable resources and reserves;

•

drilling prospects, inventories, projects and programs;

•

our ability to replace the reserves that we produce through drilling and property acquisitions;

•

financial strategy, liquidity and capital required for our development program and other capital expenditures;

•

realized oil and natural gas prices;

•

risks related to future mergers and acquisitions and/or to realize the expected benefits of any such transaction;

•

timing and amount of future production of oil, natural gas and NGLs;

•

our hedging strategy and results;

•

future drilling plans;

•

availability of pipeline connections on economic terms;

•

competition, government regulations, including financial assurance requirements, and legislative and political developments;

•

our ability to obtain permits and governmental approvals;

•

pending legal, governmental or environmental matters;

•

our marketing of oil, natural gas and NGLs;

•

our integration of acquisitions, including the QuarterNorth Acquisition (as defined herein), and the anticipated performance of the combined company;

•

future leasehold or business acquisitions on desired terms;

•

costs of developing properties;

•

general economic conditions, including the impact of continued inflation and associated changes in monetary policy;

•

political and economic conditions and events in foreign oil, natural gas and NGL producing countries and acts of terrorism or sabotage;

•

credit markets;

•

volatility in the political, legal and regulatory environments ahead of the upcoming domestic and foreign presidential elections;

•

estimates of future income taxes;

•

our estimates and forecasts of the timing, number, profitability and other results of wells we expect to drill and other exploration activities;

•

our ongoing strategy with respect to our Zama asset;

•

uncertainty regarding our future operating results and our future revenues and expenses;

•

impact of new accounting pronouncements on earnings in future periods; and

•

We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility; global demand for oil and natural gas; the ability or willingness of OPEC and other state-controlled oil companies (“OPEC Plus”) to set and maintain oil production levels and the impact of any such actions; the lack of a resolution to the war in Ukraine and increasing hostilities in the Middle East, and their impact on commodity markets; the impact of any pandemic, and governmental measures related thereto; lack of transportation and storage capacity as a result of oversupply, government and regulations; the effect of a possible U.S. government shutdown and resulting impact on economic conditions and delays in regulatory and permitting approvals; lack of availability of drilling and production equipment and services; adverse weather events, including tropical storms, hurricanes, winter storms and loop currents; cybersecurity threats; sustained inflation and the impact of central bank policy in response thereto; environmental risks; failure to find, acquire or gain access to other discoveries and prospects or to successfully develop and produce from our current discoveries and prospects; geologic risk; drilling and other operating risks; well control risk; regulatory changes, including the impact of financial assurance requirements; the uncertainty inherent in estimating reserves and in projecting future rates of production; cash flow and access to capital; the timing of development expenditures; potential adverse reactions or competitive responses to our acquisitions and other transactions; the possibility that the anticipated benefits of our acquisitions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of acquired assets and operations; and the other risks discussed in Part I, Item 1A. “Risk Factors” of Talos Energy Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”).

Reserve engineering is a process of estimating underground accumulations of oil, natural gas and NGLs that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify upward or downward revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered.

Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.