Sable Offshore Corp.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this annual report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this annual report may include, for example, statements about:

•our ability to recommence full production of the SYU Assets (as defined below), including bringing oil to market, and the cost and time required therefor, and production levels once recommenced;

•our financial performance;

•our ability to satisfy future cash obligations;

•restrictions in existing or future debt agreements or structured or other financing arrangements;

•commodity price volatility, low prices for oil and/or natural gas, global economic conditions, inflation, increased operating costs, lack of availability of drilling and production equipment, supplies, services and qualified personnel, processing volumes and pipeline throughput;

•uncertainties related to new technologies, geographical concentration of operations, environmental risks, weather risks, security risks, drilling and other operating risks, regulatory changes and regulatory risks;

•the uncertainty inherent in estimating oil and natural gas resources and in projecting future rates of production;

•reductions in cash flow and lack of access to capital;

•the timing of development expenditures, managing growth and integration of acquisitions, and failure to realize expected value creation from acquisitions;

•the ability to recognize the anticipated benefits of the Business Combination (as defined below), which may be affected by, among other things, our ability to grow and manage growth profitably, maintain relationships with customers and compete within our industry;

•our success in retaining or recruiting, or changes required in, our officers, directors or other key personnel;

•our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business;

•the possibility that we may be adversely impacted by other economic, business, and/or competitive factors;

•litigation, complaints and/or adverse publicity;

•our ability to maintain the listing of our Common Stock on the NYSE;

•our ability to comply with laws and regulations applicable to our business;

•changes in applicable laws or regulations; and

•other risks and uncertainties described in this annual report, including those under the section titled “Risk Factors.”

The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks,

ii uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this annual report entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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