CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This Annual Report on Form 20-F as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, contains forward-looking statements. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Additionally, statements relating to “reserves” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and can be profitably produced in the future. In some cases, you can identify forward-looking statements by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward- looking.
ii
The forward-looking statements contained in this Annual Report on Form 20-F reflect our current views, as applicable, about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
| ● | Our limited operating history, which may make it difficult to successfully execute our strategic initiatives and accurately evaluate future risks and challenges; |
| ● | expectations regarding our strategies and future financial performance, including our future business plans or objectives, prospective performance and opportunities and competitors, revenues, ability to raise capital, customer acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives and pursue acquisition opportunities; |
| ● | our ability to recognize the anticipated benefits of the Business Combination; |
| ● | our ability to obtain or maintain the listing of our ordinary shares on The Nasdaq Stock Market LLC (“Nasdaq”) or any other national stock exchange; |
| ● | the limited experience of certain members of our management team in operating a public company in the United States; |
| ● | potential litigation, governmental or regulatory proceedings, investigations or inquiries involving our company, including in relation to the Business Combination; |
| ● | international, national or local economic, social or political conditions that could adversely affect our companies and our business; |
| ● | the effectiveness of our internal controls and our corporate policies and procedures; |
| ● | potential write-downs, write-offs, restructuring and impairment or other charges required to be taken by our company subsequent to the Business Combination; |
| ● | the volatility of the market price and liquidity of our ordinary shares; |
| ● | a failure to achieve anticipated benefits of acquisitions or the need to dispose of non-core assets for less than their carrying value on the financial statements as a result of weak market conditions; |
| ● | global political events that affect commodity prices; |
| ● | the risk that our properties may be subject to actions and opposition by non-governmental agencies; |
| ● | our failure to obtain the regulatory approvals for general operating activities or compliance for decommissioning; |
| ● | the geographical concentration of our assets; |
| ● | changes to current, or implementation of additional, regulations applicable to our operations; |
| ● | a failure to secure the services and equipment necessary for our operations for the expected price, on the expected timeline, or at all; |
| ● | seasonal weather conditions that may cause operational delays; |
iii
| ● | changes to applicable tax laws or government incentive programs; |
| ● | defects in the title or rights in relation to our properties; |
| ● | risk management activities that expose our company to the risk of financial loss and counter-party risk; |
| ● | the occurrence of an uninsurable event; |
| ● | the potential physical effects of climate change on our production and costs; |
| ● | any breaches of cyber-security and loss of, or unauthorized access to, data; |
| ● | changes to applicable tax laws and regulations or exposure to additional tax liabilities; |
| ● | the significant increased expenses and administrative burdens that we incur as a public company; |
| ● | foreign currency and interest rate fluctuations; |
| ● | failure to comply with anticorruption, economic sanctions, and anti-money laundering laws; and |
| ● | uncertainties regarding macroeconomic conditions, including the uncertainties around the impact of inflation, cost of capital and the impact from the changes in economic policies and regulations, such as trade policies and tariffs. |
For a further discussion of the risks and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statements, please see the section entitled “Risk Factors.” There may be additional risks that we do not presently know or that we currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made in making these forward-looking statements prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. While such forward-looking statements reflect our good faith beliefs, as applicable, they are not guarantees of future performance. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should not place undue reliance on these forward-looking statements. New risk factors and uncertainties emerge from time to time, and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements.
This Annual Report on Form 20-F also contains statistical data and estimates that we obtained from industry publications and reports generated by third-party providers of market intelligence. These industry publications and reports generally indicate that the information contained therein was obtained from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information.
iv
