Sintana Energy Inc. (SEI) 2023年年度報告「TSX-V」.pdf

《Sintana Energy Inc. (SEI) 2023年年度報告「TSX-V」.pdf》由會員分享，可在線閱讀，更多相關《Sintana Energy Inc. (SEI) 2023年年度報告「TSX-V」.pdf（63頁珍藏版）》請在三個皮匠報告上搜索。

1、 SintanaE|S E I2023 ANNUAL REPORTCONSOLIDATED FINANCIAL STATEMENTS&MANAGEMENT DISCUSSION AND ANALYSISAnnual Report 2023SINTANA ENERGY INC.MANAGEMENTS DISCUSSION AND ANALYSISYEAR ENDED DECEMBER 31,2023(EXPRESSED IN CANADIAN DOLLARS,UNLESS OTHERWISE STATED)AUDITEDSintana Energy Inc.Managements Discuss

2、ion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|2 Introduction The following Managements Discussion and Analysis(“MD&A”)of the financial condition and results of operations of Sintana Energy Inc.(“Sintana”or the“Company”)constitutes managements review of the factors t

3、hat affected the Companys financial and operating performance for the year ended December 31,2023.This MD&A was written to comply with the requirements of National Instrument 51-102 Continuous Disclosure Obligations.This discussion should be read in conjunction with the audited annual consolidated f

4、inancial statements of the Company for the years ended December 31,2023 and 2022,together with the notes thereto.Results are reported in Canadian dollars,unless otherwise noted.The Companys consolidated financial statements and the financial information contained in this MD&A are prepared in accorda

5、nce with International Financial Reporting Standards(“IFRS”)as issued by the International Accounting Standards Board(“IASB”)and interpretations of the IFRS Interpretations Committee.Information contained herein is presented as of April 29,2024,unless otherwise indicated.For purposes of preparing th

6、is MD&A,management,in conjunction with the Board of Directors(the“Board”),considered the materiality of information.Information is considered material if:(i)such information results in,or would reasonably be expected to result in,a significant change in the market price or value of Sintana common sh

7、ares;(ii)there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision;and/or(iii)it would significantly alter the total mix of information available to investors.Management,in conjunction with the Board,evaluated materiality with reference

8、 to all relevant circumstances,including potential market sensitivity.Information about the Company and its operations can be obtained from the offices of the Company or on the System for Electronic Documents Analysis and Retrieval(“SEDAR+”)and is available for review under the Companys profile on t

9、he SEDAR+website(www.sedarplus.ca).Description of Business Sintana is a Canadian crude oil and natural gas(hydrocarbons”)exploration and development company listed on the TSX Venture Exchange(“TSXV”)under the symbol“SEI”,and on the OTC market in the United States under the symbol“SEUSF”.Sintana is p

10、rimarily engaged in hydrocarbons exploration and development activities in Namibia and also holds an interest in Colombia.The Companys exploration strategy is to acquire,explore,develop and produce superior quality assets with significant hydrocarbon reserves potential.Its primary assets are held th

11、rough its 49%interest in all of the issued and outstanding shares of Inter Oil(Pty)Ltd.(Inter Oil).Inter Oil is a private Namibian company which indirectly holds a strategic portfolio of offshore petroleum exploration license(“PEL”)including(i)a 15%(Sintana:7.35%)limited carried interest in PEL 87;(

12、ii)a 10%(Sintana:4.9%)limited carried interests in each of PELs 82 and 83;and(iii)a 10%(Sintana:4.9%)limited carried interest in PEL 90.Inter Oil also holds a 30%(Sintana:14.7%)interest in a subsidiary which,in turn,holds a 90%interest in onshore PEL 103.In addition,Sintana holds private participati

13、on interests of 25%unconventional(carried)and 100%conventional in the potential hydrocarbon resources of the 43,158 acres Valle Medio Magdalena 37(“VMM-37”)Block in Colombia.Cautionary Note Regarding Forward-Looking Information This MD&A contains certain forward-looking information and forward-looki

14、ng statements,as defined in applicable securities laws(collectively referred to herein as“forward-looking statements”).These statements relate to future events and/or the Companys future performance.All statements other than statements of historical fact are forward-looking statements.Often,but not

15、always,forward-looking statements can be identified by the use of words such as“plans”,“expects”,“is expected”,“budget”,“scheduled”,“estimates”,“continues”,“forecasts”,“projects”,“predicts”,“intends”,“anticipates”or“believes”,or variations of,or the negatives of,such words and phrases,or statements

16、that certain actions,events or results“may”,“could”,“would”,“should”,“might”or“will”be taken,occur or be achieved.Forward-looking statements involve known and unknown risks,uncertainties and other factors Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated

17、:April 29,2024 P a g e|3 that could cause actual results to differ materially from those anticipated in such forward-looking statements.The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement.The following table outlines certai

18、n significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.Forward-looking statements Assumpti

19、ons Risk factors The Company will be able to remain a going concern and continue its business activities The Company has anticipated all material costs;the operating and exploration activities of the Company for the twelve-months period ending December 31,2024,and the costs associated therewith,will

20、 be consistent with the Companys current expectations regarding costs and timing Unforeseen costs to the Company will arise;any particular operating cost increase or decrease from the date of estimate,including with respect to loss of or change in joint venture partners or in ability to secure joint

21、 venture partners,as applicable;changes in operating and exploration activities;changes in economic conditions;timing of expenditures The Companys need to raise additional capital in order to meet its working capital needs.See“Liquidity and Financial Position”below The exploration and operating acti

22、vities of the Company on a going forward basis,and the costs associated therewith,will be consistent with Sintanas current expectations;debt and equity markets;exchange and interest rates and other applicable economic conditions will be favourable to Sintana;availability of financing Changes in debt

23、 and equity markets;timing and availability of external financing on acceptable terms;increases in costs;changes in operating and exploration activities;interest and exchange rates fluctuations;changes in economic conditions,planned operations and associated costs The potential of Sintanas participa

24、tion interests to contain hydrocarbons reserves that may and can be developed,produced and sold at rates and costs that result in an adequate financial return on invested capital.See“Petroleum and Natural Gas Update”below Financing will be available for future exploration and development of Sintanas

25、 private participation interests;the actual results of exploration and development activities will be favourable;operating,exploration,development and production costs will not exceed expectations;the Company will be able to retain and attract skilled staff and joint venture partners,as necessary;al

26、l requisite regulatory and governmental approvals for exploration projects and other operations will be received on a timely basis upon terms acceptable to Sintana;applicable political and economic conditions will be favourable;the market prices for hydrocarbons and applicable interest and exchange

27、rates will be favourable;no legal disputes exist or arise with respect to the Companys private participation interests;Sintanas expectations regarding the potential of its participation interests to contain hydrocarbons reserves Price volatility for hydrocarbons;uncertainties involved in interpretin

28、g geological and geophysical data and Sintanas expectations regarding the conventional and unconventional plays and uncertainties in confirming valid private participation interests;the possibility that future exploration results will not be consistent with Sintanas expectations;availability of fina

29、ncing for and actual results of Sintanas exploration and development activities;increases in costs,including as a result of the loss of or change in joint venture partners or inability to secure joint venture partners,as applicable;environmental compliance and changes in environmental and other loca

30、l legislation and regulation;interest and exchange rates fluctuations;changes in economic and political conditions;the Companys ability to retain and attract skilled staff and obtain all Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a

31、 g e|4 required permits in a timely manner on acceptable terms Managements outlook regarding future trends.See“Trends and Economic Conditions”Financing will be available for exploration and operating activities;the market prices for hydrocarbons will be favourable;economic and political conditions w

32、ill be favourable Price volatility for hydrocarbons;changes in debt and equity markets;interest and exchange rates fluctuations;changes in economic and political conditions;availability of financing Inter Oil,which indirectly holds limited working interests in five PELs in Namibia,will successfully

33、explore and develop the PELs.See“Petroleum and Natural Gas Update”below Inter Oil will continue to proceed with the projects;the market prices of hydrocarbons will be favourable;all requisite permits,equipment,materials,supplies,services,partners,access and personnel will be obtained in a timely man

34、ner upon acceptable terms;proposed exploration and development activities and the costs associated therewith will occur as anticipated;actual results of exploration are positive;financing will be available upon acceptable terms,as applicable;political,contractual,regulatory and economic consideratio

35、ns will remain favourable Price volatility for hydrocarbons;changes in debt and equity markets;increases in costs;interest rates and exchange rates fluctuations;changes in economic,contractual,regulatory and political conditions;availability of permits,equipment,materials,supplies,services,partners,

36、access,personnel and financing;proposed exploration and development activities will not occur as anticipated;the success of neighbouring properties will not be consistent with the results of drilling on any of Inter Oils properties;actual results of exploration are inconsistent with expectations The

37、 currently dormant(9+years)arbitration proceeding,if ever reopened,will not result in an adverse ruling and significant additional costs The currently dormant arbitration proceeding will not be reopened and if it is the outcome will not result in a significant award of damages The now dormant arbitr

38、ation proceeding is reopened and results in significant additional costs Inherent in forward-looking statements are risks,uncertainties and other factors beyond Sintanas ability to predict or control.Additional risk factors are described in the“Risk Factors”section below.Readers are cautioned that t

39、he above table does not contain an exhaustive list of any and all relevant factors and/or assumptions that could affect forward-looking statements,and that assumptions underlying such statements might prove to be incorrect.Actual results and developments are likely to materially differ from those ex

40、pressed or implied by forward-looking statements contained in this MD&A.Forward-looking statements involve known and unknown risks,including regulatory,contractual and political risks,uncertainties and other factors that could cause Sintanas actual results,performance and/or achievements to be mater

41、ially different from any of its projected results,performance and/or achievements expressed or implied by forward-looking statements.All forward-looking statements herein are qualified by this cautionary statement.Accordingly,readers should not place undue reliance on forward-looking statements.The

42、Company undertakes no obligation to update publicly,or otherwise revise,any forward-looking statements whether as a result of new information or future events or otherwise,except as may be required by law and/or regulation.If the Company does update one or more forward-looking statements,no inferenc

43、e should be drawn that it will make additional updates with respect to those or other forward-looking statements,unless required by law.Certain information contained herein is considered“analogous information”as defined in National Instrument 51-101(“NI 51-101”).Such analogous information has not be

44、en prepared in accordance with NI 51-101 and the Canadian Oil and Gas Evaluation Handbook.In particular,this document may note specific analogous oil discoveries and corresponding details of said discoveries in the area of the Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31

45、,2023 Discussion dated:April 29,2024 P a g e|5 Companys private participation interests and makes certain assumptions about such interests as a result of such analogous information and potential recovery rates as a result thereof.Such information is based on public data and information obtained from

46、 the public disclosure of other parties who are active in the area,and the Company has no way of verifying the accuracy of such information and cannot determine whether the source of the information is independent.Such information,when presented,is intended to help demonstrate that hydrocarbons coul

47、d be present in commercially recoverable quantities in the five PELs as well as the VMM-37 Block.There is no certainty that such results will be achieved by the Company and such information should not be construed as estimates of future reserves or resources or future production levels of Sintana.Tr

48、ends and Economic Conditions The Company is focused on the acquisition,exploration,development,production and/or sales of hydrocarbons resources.There are significant uncertainties regarding the market prices for hydrocarbons and the availability of equity and/or other financing for purposes of acqu

49、isition,exploration,development,production and/or sales activities.The future performance of the Company is largely tied to the successful exploration,development and production of its property interests;associated regulatory actions,including approval of contracts,permits and work programs to drill

50、,hydraulically stimulate and produce wells;associated sales of hydrocarbons and overall financial markets.Financial and commodities markets are likely to be volatile,reflecting ongoing concerns regarding the impact of wars in Gaza and Ukraine in particular and the Mid East and Asia in general,the st

51、ability of the global economy and global growth prospects.Uncertainties in financial and commodities markets and delays in regulatory actions have also led to increased difficulties in borrowing and raising funds.Energy companies worldwide can be materially and adversely affected by these trends.As

52、a result,the Company might encounter difficulties raising equity and/or other capital without excessively diluting the interests of existing shareholders.These trends may limit the ability of the Company to further explore and/or develop hydrocarbons resources discovered on its applicable property i

53、nterests.The volatility of financial and commodities markets Is a significant risk for the Company and the industry.As a result,investors might divest assets perceived as higher risk in comparison to other investments.Companies similar to Sintana are considered substantially above average risk inves

54、tments and are highly speculative.The volatility of markets,and investor sentiment,could make it difficult for Sintana to access capital markets in order to raise the capital it will need to fund future expenditures.See also“Risk Factors”.Financial and Operational Highlights During the year ended De

55、cember 31,2023,4,331,833 broker warrants with an exercise price of$0.15 and expiry date of March 8,2024 and 3,924,000 purchase warrants with an exercise price of$0.25 were exercised for gross proceeds of$1,630,775.During the year ended December 31,2023,450,000 stock options with an exercise price of

56、$0.10 and expiry date of June 8,2023 and 3,850,000 stock options with an exercise price of$0.10 and expiry date of December 18,2023 were exercised for gross proceeds of$430,000.On December 19,2023,the Company granted a total of 5,300,000 stock options to several directors and officers of the Company

57、 and four consultants.The options have an exercise price of$0.27 and expire on December 19,2033.Vesting of the stock options is as follows:one-third on day of grant,one-third after one year and one-third after two years.Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 D

58、iscussion dated:April 29,2024 P a g e|6 Petroleum and Natural Gas Update Exploration Expenditures Exploration Expenditures Year Ended December 31,2023$Year Ended December 31,2022$VMM-37 Block,Magdalena Basin,Colombia Administrative and general 34,625 44,691 Professional fees 8,933 11,731 Total 43,55

59、8 56,422 Namibia On March 8,2022,Sintana announced that it had closed on the previously reported acquisition of a 49%ownership interest in Inter Oil which indirectly holds various interests in five Petroleum Exploration Licenses(PELs-1 onshore;and 4 offshore).Three of the offshore licenses are locat

60、ed in the highly prospective Orange Basin:PEL 90 is immediately north of TotalEnergies Venus discoveries-post-drill recoverable reserves,as reported by industry experts,are estimated to be in excess of 3 billion barrels:o Inter Oil 10%(Sintana:4.9%);approximately 1.3 million acres(gross);approximate

61、ly 2,000 mi2(gross);o In October 2022,an affiliate of Inter Oil closed on a farmout agreement with Chevron.In exchange for 80%of Inter Oils interest,Chevron will carry Inter Oil through specifide exploration activities including a large 3D seismic program(completed in Q223)and the initial exploratio

62、n well;o Drilling is projected to commence in Q424.PEL 83 is immediately north of Shells Graff-1X,La Rona-1X,Jonker-1X and Jonker-1A discovery wells:o Inter Oil 10%(Sintana:4.9%);approximately 2.4 million acres(gross);approximately 3,800 mi2(gross);o The license is also adjacent to the reported 1.3

63、TCF Kudu gas field currently being developed by BW Energy;o Inter Oil has a limited carry through the commencement of production;o In the first four months of 2024,the operator for PEL 83(GALP)drilled two successful exploration wells(Mopane#1 and#2)and completed a successful drill stem test.The flow

64、s achieved during the test reached the maximum allowed limits of approximately 14 thousand barrels of oil equivalent per day,positioning Mopane as an important commercial discovery.In the Mopane complex alone,and before drilling additional wells,hydrocarbons in-place estimates are 10 billion barrels

65、 of oil equivalent,or higher.Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|7 PEL 87 is immediately north of PELs 83 and 90 and contains one of the largest sub-sea fan complexes identified in Africa the“Saturn Superfan”:o Inter O

66、il 15%(Sintana:7.35%);approximately 2.7 million acres(gross);approximately 4,200 mi2(gross);o Inter Oil has a limited carry.A 3D seismic acquisition program was successfully completed in the second quarter of 2023.Analysis of the data is ongoing;o Drilling is expected to commence in 2025.The remaini

67、ng licenses,PEL 82 and PEL 103 are each in the research phase of exploration.VMM-37 Block(Sintana:Conventional 100%private participation interest;Unconventional 25%private participation interest-carried)In March 2011,100%of the License Contract covering the 43,158 acres VMM-37 Block in Colombia was

68、awarded to a wholly-owned Panama subsidiary of the Company,Patriot Energy Oil and Gas Inc.and its wholly-owned Colombian branch,Patriot Energy Sucursal Colombia,(both entities hereinafter referred to as“Patriot”).In November 2012,Patriot executed a Farmout Agreement(the Exxon Agreement)with ExxonMob

69、il Exploration Colombia Limited and ExxonMobil Exploration Colombia Limited Sucursal Colombia(both entities hereinafter referred to as“Exxon”),whereby Exxon acquired contractual rights to an undivided 70%private participation interest and operatorship in the unconventional formations of the VMM-37 B

70、lock,subject to completion of a defined Work Program.On October 8,2020,the the Agencia Nacional de Hidrocarburos(“ANH”)issued requirements and a timeline for submission of bids for proposed research pilot projects and contract awards(a“CEPI”).Ecopetrol was awarded a CEPI(Kale)in a block approximatel

71、y five miles northeast of the Manati Blanco#1 well location at the VMM-37 Block.On April 7,2021,the ANH announced that a CEPI(Platero)had been awarded to Exxon.It is located in the southwest quadrant of the VMM-37 Block.The Platero CEPI Contract was executed in June 2021.On November 23,2021,Sintana

72、announced an Amendment to the Exxon Agreement(the“Amendment Agreement”).The Amendment Agreement provides Patriot the option to participate in post-contracts occurring after the Platero#1 CEPI work program is completed.In consideration of Exxons work in connection with the CEPI,Patriot agreed to adju

73、st its carried participation interest in the unconventional resources from 30%to 25%.Patriot and Exxon entered into the Amendment Agreement to reflect this adjustment and to ratify the commercial arrangement between the parties.On February 15,2022,an environmental permit application was submitted fo

74、r the drilling and hydraulic stimulation of the Platero#1 well on the VMM-37 Block.On August 7,2022,Mr.Gustavo Petro was inaugurated as President of Colombia.One of his objectives is to reduce Colombia production and use of hydrocarbons.His stated policy is to never allow hydraulic stimulation in,an

75、d production from,unconventional formations.On April 18,2023,the Company announced that Exxon had sent Patriot a notice stating that,based on the terms of the Exxon Agreement,it had decided to withdraw from the Exxon Agreement as of May 31,2023.The notice also stated that Exxon would withdraw from t

76、he Platero CEPI with the ANH effective Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|8 after obtaining required government approvals.The Company fully reserves its rights under the contracts governing VMM-37 and applicable laws

77、and regulations.On July 20,2023,the Company announced that its subsidiaries,Patriot Energy Oil and Gas Inc.and Patriot had filed an arbitration claim against Exxon.Causes of action include Breach/Repudiation of the terms of the Exxon Agreement,and associated Joint Operating Agreement and License Con

78、tract associated with VMM-37.There can be no assurances regarding the outcome or timing of such arbitration claim.As of the date of this MD&A,the parties continue to discuss settlement of this matter.Technical Information Douglas Manner,President of Sintana,has reviewed and verified the technical co

79、ntent of the information contained in this MD&A.Environmental Contingency The Companys Colombia and Namibia exploration activities are subject to various government laws and regulations relating to the protection of the environment.These environmental regulations are continually changing and are gen

80、erally becoming more restrictive.As of the date of this MD&A,the Company believes that there are no significant environmental obligations requiring material capital outlays in the immediate future for its exploration activities.An asset retirement obligation has been recorded for the cost to plug an

81、d abandon a well in Alberta that was acquired as a result of the 2015 business combination.Selected Annual Financial Information The following is selected financial data derived from the audited annual consolidated financial statements of the Company at December 31,2023,December 31,2022 and December

82、 31,2021 and for the years then ended:Income(Loss)Year Ended December 31,2023$Year Ended December 31,2022$Year Ended December 31,2021$Total revenues nil nil nil Total loss(4,478,844)(1,138,984)(1,664,175)Net loss per share basic (0.02)(0.00)(0.01)Net loss per share diluted (0.02)(0.00)(0.01)Assets/L

83、iabilities As at December 31,2023$As at December 31,2022$As at December 31,2021$Total assets 17,582,517 19,310,659 54,944 Total non-current liabilities 519,440 nil 106,185 Distribution or cash dividends nil nil nil The net loss for the year ended December 31,2023,consisted primarily of(i)exploration

84、 and evaluation expenditures of$43,558;(ii)general and administrative expenses of$3,844,819;(iii)Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|9 foreign exchange loss of$31,785;(iv)joint venture loss of$119,914;and(v)income tax

85、expense of$532,470.These fees were offset by(i)gain on accounts payable of$93,702.The net loss for the year ended December 31,2022,consisted primarily of(i)exploration and evaluation expenditures of$56,422;(ii)general and administrative expenses of$4,557,328;(iii)costs related to acquisition of Inte

86、r Oil of$231,894;(iv)finance interest expense of$9,216;and(v)foreign exchange loss of$407,820.These fees were offset by(i)gain on accounts payable of$92,191;and(ii)joint venture income of$4,031,505.The net loss for the year ended December 31,2021,consisted primarily of(i)exploration and evaluation e

87、xpenditures of$102,600;(ii)general and administrative expenses of$1,517,435;(iii)costs related to acquisition of Inter Oil of$145,611;and(iv)finance interest expense of$15,361.These fees were offset by(i)foreign exchange gain of$28,669;and(ii)gain on accounts payable of$88,163.The Companys ability t

88、o fund its operations is dependent on securing financing by issuing equity and/or debt instruments,selling assets,proceeds from sales of produced hydrocarbons,and/or royalty income.The value of any prospective hydrocarbons is dependent upon the existence of economically recoverable reserves,the abil

89、ity to obtain the necessary financing to complete exploration,development and production activities,and the future profitable production or proceeds from the disposition of successful hydrocarbons projects.See“Trends”and“Risk Factors”.Selected Quarterly Information Quarter Ending Total Sales($)Profi

90、t or(Loss)Total Assets($)Total($)Basic and Diluted Income(Loss)Per Share(9)($)2023-December 31 Nil(2,352,184)(1)(0.01)17,582,517 2023-September 30 Nil(702,570)(2)(0.00)18,019,445 2023-June 30 Nil(594,846)(3)(0.00)17,853,413 2023-March 31 Nil(829,244)(4)(0.00)18,164,521 2022-December 31 Nil 2,773,056

91、(5)0.01 19,310,659 2022-September 30 Nil(698,302)(6)(0.00)17,482,960 2022-June 30 Nil(609,594)(7)(0.00)17,821,050 2022-March 31 Nil(2,604,144)(8)(0.02)18,169,916 Notes:(1)Net loss of$2,352,184 consisted primarily of:exploration and evaluation expenditures of$10,397,general and administrative expense

92、s of$1,839,266,and income tax expense of$532,470,which was offset by gain on accounts payable of$23,183,income from investment in associate of$3,286,and foreign exchange gain of$3,480.(2)Net loss of$702,570 consisted primarily of:exploration and evaluation expenditures of$10,683,general and administ

93、rative expenses of$582,569,foreign exchange loss of$91,148,joint venture loss of$41,826,which was offset by gain on accounts payable of$23,656.Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|10 (3)Net loss of$594,846 consisted pri

94、marily of:exploration and evaluation expenditures of$22,478 general and administrative expenses of$696,624,joint venture loss of$54,514,which was offset by gain on accounts payable of$23,165 and foreign exchange gain of$155,605.(4)Net loss of$829,244 consisted primarily of:exploration and evaluation

95、 expenditures of$nil,general and administrative expenses of$813,700,foreign exchange loss of$12,382,joint venture loss of$26,860,which was offset by gain on accounts payable of$23,698.(5)Net income of$2,773,056 consisted primarily of:exploration and evaluation expenditures of$18,228,general and admi

96、nistrative expenses of$1,264,350,finance interest expense of$96,foreign exchange loss of$3,459,which was offset by gain on accounts payable of$23,798 and joint venture income of$4,031,505.(6)Net loss of$698,302 consisted primarily of:exploration and evaluation expenditures of$14,721,general and admi

97、nistrative expenses of$415,276,finance interest expense of$3,040,foreign exchange loss of$284,915,loss from investment in associate of$4,333,which was offset by gain on accounts payable of$23,983.(7)Net loss of$609,594 consisted primarily of:exploration and evaluation expenditures of$22,381,general

98、and administrative expenses of$465,762,finance interest expense of$3,040,costs related to acquisition of Inter Oil of$2,775,foreign exchange loss of$138,629,which was offset by gain on accounts payable of$22,546,and income from investment in associate of$447.(8)Net loss of$2,604,144 consisted primar

99、ily of:exploration and evaluation expenditures of$1,092,general and administrative expenses of$2,411,940,finance interest expense of$3,040,costs related to acquisition of Inter Oil of$229,119,which was offset by foreign exchange gain of$19,183 and gain on accounts payable of$21,864.(9)Per share amou

100、nts are rounded to the nearest cent,therefore aggregating quarterly amounts may not reconcile to year-to-date per share amounts.Variances in the Companys quarterly net income or loss are largely attributable to variances in the magnitude and timing of the Companys exploration and evaluation expendit

101、ures and recoveries,transactions costs,share-based payments,professional fees and other general and administration costs,foreign exchange gain/loss,gain or loss on asset sales,interest and other income and loss on debt extinguishment.Related Party Transactions Related parties include directors,offic

102、ers,close family members and enterprises that are controlled by the individuals listed below as well as certain persons performing similar functions.Related party transactions are conducted at standard commercial terms.The below noted transactions occurred in the normal course of business and are me

103、asured at the exchange amount,as agreed to by the parties,and approved by the Board in strict adherence to conflict of interest laws and regulations.Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|11 Remuneration of directors and

104、key management personnel of the Company was as follows:Salaries and Benefits(1)(Includes deferred)Year Ended December 31,2023$Year Ended December 31,2022$Deferred salaries and benefits Keith D.Spickelmier-Director/Executive Chairman nil 43,370 Douglas G.Manner-Director/Chief Executive Officer nil 82

105、,403 Robert Bose Director/President nil 43,370 David L.Cherry Chief Operating Officer nil 43,370 Sean J.Austin-Vice President,Controller,Corporate Secretary&Treasurer nil 78,066 Bruno C.Maruzzo Independent Director nil nil Dean Gendron Independent Director nil nil Knowledge Katti-Independent Directo

106、r nil nil Total deferred salaries and benefits nil 290,579 Salaries and benefits paid Keith D.Spickelmier-Director/Executive Chairman 153,866 234,198 Douglas G.Manner-Director/Chief Executive Officer 153,866 117,099 Robert Bose Director/President 153,866 504,867 David L.Cherry Chief Operating Office

107、r 153,866 201,671 Sean J.Austin-Vice President,Controller,Corporate Secretary&Treasurer 202,455 234,198 Bruno C.Maruzzo Independent Director 45,658 63,544 Dean Gendron Independent Director 45,658 63,544 Knowledge Katti Independent Director 72,258 17,995 Total salaries and benefits paid 981,492 1,437

108、,116 Total 981,492 1,727,695 Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|12 (1)Salaries and benefits include director fees.Balances for deferred compensation due to directors and key management personnel of$2,744,989 are inclu

109、ded in deferred compensation as at December 31,2023(December 31,2022-$4,064,501)and include the retiring allowance payable to Lee A.Pettigrew.(2)Effective as of July 31,2016,the employment by the Company of Lee A.Pettigrew,former Vice President-Canadian Operations,ceased.Pursuant to his employment a

110、greement,Mr.Pettigrew was entitled to 12 months base salary as a retiring allowance plus accumulated deferred compensation.As at December 31,2023,he was owed$118,484(US$89,584)(December 31,2022-$143,003(US$105,584)and this amount is reported as deferred compensation.Share-based expense(Stock options

111、 and RSUs)Year Ended December 31,2023$Year Ended December 31,2022$Keith D.Spickelmier-Director/Executive Chairman 195,995 278,508 Douglas G.Manner-Director/Chief Executive Officer 195,995 278,508 Robert Bose Director/President 195,995 276,669 David L.Cherry Chief Operating Officer 195,995 278,508 Se

112、an J.Austin-Vice President,Controller,Corporate Secretary&Treasurer 195,995 278,508 Bruno C.Maruzzo Independent Director 97,998 139,276 Dean Gendron-Independent Director 97,998 139,276 Knowledge Katti,Independent Director 127,698 137,393 Carmelo Marrelli,Chief Financial Officer 33,701 38,532 Total 1

113、,337,370 1,845,178 The Company has entered into the following transactions with related parties:During the year ended December 31,2023,the Company paid professional fees and disbursements totaling$97,328(year ended December 31,2022-$80,734)to Marrelli Support Services Inc.,and certain of its affilia

114、tes,together known as the Marrelli Group,for:(i)Carmelo Marrelli,beneficial owner of the Marrelli Group,to act as the Chief Financial Officer of the Company,(ii)regulatory filing services,and(iii)press release services.As December 31,2023,the Marrelli Group was owed$27,524(December 31,2022-$17,597)a

115、nd these amounts were included in accounts payable and accrued liabilities.Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|13 Discussion of Operations Three months ended December 31,2023 compared with three months ended December 3

116、1,2022 Sintanas net loss totalled$2,364,055 for the three months ended December 31,2023,with basic and diluted loss per share of$0.01.This compares with a net income of$2,773,056 for the three months ended December 31,2022,with basic and diluted income per share of$0.01.The increase of$5,137,111 in

117、net loss was principally due to:General and administrative expenses increased by$586,787.General and administrative expenses totalled$1,839,266 for the three months ended December 31,2023(three months ended December 31,2022-$1,264,350)and consisted of share-based compensation of$717,222(three months

118、 ended December 31,2022-$323,226)salaries and benefits of$485,113(three months ended December 31,2022-$659,452),professional fees of$437,011(three months ended December 31,2022-$158,403),administrative and general expenses of$39,056(three months ended December 31,2022-$25,613),investor relations of$

119、101,034(three months ended December 31,2022-$49,944),travel expenses of$95,583(three months ended December 31,2022-$95,533)and reporting issuer costs of$14,155(three months ended December 31,2022-$20,619).This was offset by interest income of$49,908(three months ended December 31,2022-$68,440).o The

120、 Company incurred an increase in share-based compensation of$393,996 for the three months ended December 31,2023,compared to the three months ended December 31,2022.The increase was the result of the vesting over time of options and RSUs and payment of bonuses.o The Company incurred an increase in p

121、rofessional fees of$278,608 for the three months ended December 31,2023,compared to the three months ended December 31,2022.The increase can be attributed to higher legal,audit and accounting fees during three months ended December 31,2023 compared to the three months ended December 31,2022.o The Co

122、mpany incurred an increase in investor relations expense of$51,090 for the three months ended December 31,2023,compared to the three months ended December 31,2022.The increase can be attributed to higher support from third parties to enhance communications and investor outreach efforts.The Company i

123、ncurred a foreign exchange gain of$3,480 compared to a loss of$3,459 in the period ended December 31,2022,which was primarily attributable to US dollar and Canadian dollar exchange rate fluctuations.The Company recorded a joint venture income of$3,286 for the three months ended December 31,2023 comp

124、ared to an income of$4,035,391 for the three months ended December 31,2022.This is due to the Companys share of Inter Oil income.The Company recorded an income tax expense of$532,470 for the three months ended December 31,2023 compared to an income tax expense of$nil for the three months ended Decem

125、ber 31,2022,which was primarily due to the recognition of deferred income tax liability during the current period.Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|14 Year ended December 31,2023 compared with year ended December 31,

126、2022 Sintanas net loss totalled$4,478,844 for the year ended December 31,2023,with basic and diluted loss per share of$0.02.This compares with a net loss of$1,138,984 for the year ended December 31,2022,with basic and diluted loss per share of$0.00.The increase of$3,339,860 in net loss was principal

127、ly due to:Exploration and evaluation expenditures decreased to$43,558 for the year ended December 31,2023 compared to$56,422 for the comparative period.See“Petroleum and Natural Gas Update”,above for a description of current exploration activities.General and administrative expenses decreased by$712

128、,509.General and administrative expenses totalled$3,844,819 for the year ended December 31,2023(year ended December 31,2022-$4,557,328)and consisted of share-based compensation of$1,527,374(year ended December 31,2022-$1,922,274),salaries and benefits of$1,157,100(year ended December 31,2022-$1,845,

129、614),professional fees of$779,273(year ended December 31,2022-$431,103),administrative and general expenses of$86,676(year ended December 31,2022-$104,539),investor relations of$319,158(year ended December 31,2022-$170,118),travel expenses of$142,143(year ended December 31,2022-$95,533)and reporting

130、 issuer costs of$61,550(year ended December 31,2022-$56,587).This was offset by interest income of$228,455(year ended December 31,2022-$68,440).o The Company incurred a decrease in share-based compensation of$394,900 for the year ended December 31,2023,compared to the year ended December 31,2022.The

131、 decrease was the result of the vesting over time of options and RSUs.o The Company incurred a decrease in salaries and benefits of$688,514 for the year ended December 31,2023,compared to the year ended December 31,2022.The decrease was the result of payment of bonuses.o The Company incurred an incr

132、ease in professional fees of$348,170 for the year ended December 31,2023,compared to the year ended December 31,2022.The increase can be attributed to higher legal,audit and accounting fees during three months ended December 31,2023 compared to the three months ended December 31,2022.o The Company i

133、ncurred an increase in investor relations expense of$149,040 for the year ended December 31,2023,compared to the year ended December 31,2022.The increase can be attributed to higher support from third parties to enhance communications and investor outreach efforts.The Company incurred a foreign exch

134、ange loss of$31,785 compared to a loss of$407,820 in the period ended December 31,2022,which was primarily attributable to US dollar and Canadian dollar exchange rate fluctuations.The Company incurred costs related to the acquisition of Inter Oil of$nil for the year ended December 31,2023 compared t

135、o$231,894 for the year ended December 31,2022.The Company recorded a joint venture loss of$119,914 for the year ended December 31,2023 compared to income of$4,031,505 for the year ended December 31,2022.This is due to the Companys share of Inter Oil revenues and expenses.Sintana Energy Inc.Managemen

136、ts Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|15 The Company recorded an income tax expense of$532,470 for the year ended December 31,2023 compared to an income tax expense of$nil for the year ended December 31,2022,which was primarily due to the recogniti

137、on of deferred income tax liability during the current fiscal year.Cash Flow At December 31,2023,the Company had cash of$4,297,639.The decrease in cash of$2,038,276 from the December 31,2022 cash balance of$6,335,915 was a result of net cash outflows for operating activities of$3,929,291,cash outflo

138、ws for investing activities of$167,223 and cash inflows for financing activities of$2,058,238.Operating activities cash flows were mainly affected by a net loss of$4,478,844,offset by non-cash activities in share-based compensation of$1,527,374,gain on accounts payable of$93,702,joint venture loss o

139、f$119,914,deferred income tax expense of$519,440 and net change in non-cash working capital balances of$1,523,473.The change in working capital balances was due to an increase in accounts receivable and other assets of$262,825,an increase in accounts payable and other liabilities of$45,834,an increa

140、se in current income tax payable of$13,030 and a decrease of$1,319,512 in deferred compensation.Investing activities cash flows were affected by addition to funding in joint venture of$167,223.Financing activities were affected by proceeds from warrants exercised of$1,630,775 and proceeds from optio

141、ns exercised of$430,000 which was offset by share issue costs of$2,537.Liquidity and Financial Position The Company derives no income from operations.Accordingly,the activities of the Company have been financed by cash raised through private placements of securities,convertible debentures,exercise o

142、f warrants and sales of non-core assets.As the Company does not expect to generate positive cash flows from operations in the near future,it will continue to rely primarily on additional financings to raise capital.At the date of this MD&A,the Company estimates that its cash balance is adequate to c

143、arry on business activities for the next 24 months,assuming no material transactions during this period.During the year ended December 31,2023,the Company received proceeds of$1,630,775 from the exercise of warrants and$430,000 from the exercise of options.In addition,subsequent to year end,the Comp

144、any received proceeds of$21,794,137 from the exercise of warrants.Thereafter unless it commences producing hydrocarbons in sufficient quantities to meet the Companys ongoing need for additional working capital,the Company might need to secure additional financing.The most significant variables for c

145、ash movements are expected to be the size,timing and results of the Companys compliance requirements and its ability to continue to access additional capital to fund its ongoing activities.Although the Company has been successful in raising funds to date,there is no assurance that future equity capi

146、tal and/or debt capital will be available to the Company in the amounts or at the times required or on terms that are acceptable to the Company,if at all.See“Risk Factors”below.Capital Risk Management Sintana manages its capital with the following objectives:ensure sufficient financial flexibility t

147、o achieve its ongoing business objectives;maintain its indirect interests in five PELs in Namibia;and,maximize shareholder value.Sintana monitors its capital structure and makes adjustments,as deemed necessary,in an effort to meet its commitments and objectives.Sintana can manage its capital structu

148、re by issuing additional shares and debt,purchasing outstanding shares,reducing participation interests,adjusting capital spending and operating costs,and/or disposing of assets.Cash forecasts and capital structure are reviewed by Sintana Energy Inc.Managements Discussion&Analysis Year Ended Decembe

149、r 31,2023 Discussion dated:April 29,2024 P a g e|16 management and the Board on an ongoing basis.There were no changes to how management manages its capital during 2023.Sintana considers its financial capital to be shareholders equity,which comprises share capital,warrants,contributed surplus(which

150、includes stock options and RSUs),the conversion feature of convertible debentures and deficit,which at December 31,2023 totaled to a shareholders equity of$13,880,331(December 31,2022$14,773,563).Sintana monitors its sources and uses of capital through its financial and operational forecasting proce

151、sses.The Company reviews its working capital and forecasts the timing and amounts of its future cash flows based on anticipated operating and overhead expenditures,and other investing and financing activities.The forecast is updated periodically based on current and planned activities related to its

152、 hydrocarbon participation interests.Forecast summaries are provided to the Board.Sintanas capital management objectives,policies and processes remained unchanged during the year ended December 31,2023.The Company is not subject to any capital requirements imposed by a lending institution or regulat

153、ory body,other than Policy 2.5 of the TSXV which requires adequate working capital or financial resources of the greater of(i)$50,000 and(ii)an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months.As of December 31,2023,the Company wa

154、s compliant with Policy 2.5.Share Capital The Company is authorized to issue an unlimited number of common shares and special shares.As of the date of this MD&A,the Company had 373,520,549 common shares outstanding.As of the date of this MD&A,the following stock options were outstanding:Options Expi

155、ry Date Exercise Price 2,025,000 January 30,2025$0.145 2,100,000 December 18,2025$0.10 7,750,000 March 24,2027$0.165 6,366,667 December 16,2032$0.11 5,300,000 December 19,2033$0.27 23,541,667 Financial Risk Management Financial risk Sintanas activities expose it to a variety of financial risks,inclu

156、ding credit risk,liquidity risk and market risk(including interest rates and foreign exchange risks).Risk management is carried out by Sintanas management team with guidance from the Board.Credit risk Credit risk is the risk of loss associated with a counterpartys inability to fulfill its payment ob

157、ligations.The Companys credit risk is primarily attributable to cash and cash equivalents and accounts receivable,excluding HST.All of the Companys cash is held with large,well-known and established financial institutions.As such,management considers credit risk related to these financial assets to

158、be minimal.Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|17 Management believes that the credit risk concentration with respect to financial instruments included in accounts receivable is remote since the Company does not have a

159、ny receivables other than HST and accounts receivable related to the exercise of stock options.Liquidity risk Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due.The Companys liquidity and operating results may be adv

160、ersely affected if its access to capital markets is hindered,whether as a result of a downturn in economic conditions generally or matters specific to Sintana.The Company generates cash flow primarily from its financing activities.Most of the Companys financial liabilities have contractual maturitie

161、s of less than 90 days and are subject to normal trade terms.The Company regularly evaluates its cash position to ensure preservation and security of capital as well as liquidity.Sintana had a cash and cash equivalents balance of$4,297,639(December 31,2022-$6,335,915)and working capital of$1,431,175

162、 at December 31,2023(December 31,2022$1,852,276).Market risk Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.Interest rate risk The Companys current policy is to invest excess cash in short-term guaranteed investment cer

163、tificates or money market funds of major Canadian chartered banks.Accordingly,the Company has no material interest rate risk.Foreign currency risk As of December 31,2023,the Company funds exploration and administrative expenses in Colombia on a cash call basis using US dollar currency and Colombian

164、Peso.The Company maintains US dollar bank accounts in Canada,Colombia,Panama and the United States.The Company maintains one Colombian Peso bank account in Colombia.Sintana is subject to gains and losses from fluctuations in the Canadian dollar,Colombian Peso and US dollar.The Company does not use c

165、urrency derivative instruments to manage its exposure to foreign currency fluctuations.Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|18 The following are the Canadian dollar equivalent balances for Items denominated In foreign c

166、urrencies:December 31,2023($)December 31,2022($)Cash and cash equivalents 3,063,688 2,934,477 Accounts receivable and other assets 157,940 nil Accounts payable and other liabilities(including provisions)(33,405)(87,020)Deferred compensation (2,744,989)(4,042,455)Sensitivity analysis Based on managem

167、ents knowledge of and experience with financial markets,the Company believes the following movements are reasonably possible over a twelve month period:Sintana holds balances in foreign currencies which could give rise to exposure to foreign exchange risk.As at December 31,2023,a plus or minus 10%ch

168、ange in the Colombian Peso foreign exchange rate against the Canadian Dollar,with all other variables held constant,would have affected the reported loss and comprehensive loss by approximately$nil(December 31,2022-$1,000).Sintana holds balances in foreign currencies which could give rise to exposur

169、e to foreign exchange risk.As at December 31,2023,a plus or minus 10%change in the US Dollar foreign exchange rate against the Canadian Dollar,with all other variables held constant,would have affected the reported loss and comprehensive loss by approximately$44,000(December 31,2022-$120,000).Outloo

170、k Produced volumes and pricing for crude oil,natural gas,LNG and downstream activities and products have been and are expected to be for the foreseeable future very volatile.Given interest rate increases,uncertain availability of financing and the securing of joint venture partners and other events

171、out of managements control,it is difficult to plan for and manage exploration,development and production activities.The Company is mindful of the these events and uncertainties.See“Risk Factors”for additional details.Although there can be no assurance that additional funding will be available to the

172、 Company,management believes that its projects are delivering positive results and should attract investment under normal market conditions.Hence,management believes it is likely to obtain additional funding for its projects in due course.As a result of the successful raise in March 2022,ongoing exe

173、rcise of warrants and farmout of a partial interest in PEL 90,the Company does not expect to require additional funding in the foreseeable future.The Company routinely evaluates various business development opportunities.Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023

174、Discussion dated:April 29,2024 P a g e|19 Proposed Transactions The Company routinely evaluates various business development opportunities that could entail farm-ins,farm-outs,acquisitions,trades and/or divestitures.There can be no assurance that any such transactions will be concluded in the future

175、.Investment in Associate Year Ended December 31,2023$Year Ended December 31,2022$Balance,beginning of year 12,921,287 nil Investment in joint venture nil 13,179,367 Decrease in investment in joint venture nil(4,289,585)Additional funding in joint venture 167,223 nil Sintanas 49%share of Inter Oils n

176、et(loss)income for the period ended December 31,2023 and 2022(119,914)4,031,505 Balance,end of year 12,968,596 12,921,287 On March 8,2022,the Company completed the acquisition of 49%of the outstanding shares of Inter Oil from Grisham,a private company owned by Mr.Knowledge Katti.Inter Oil is a priva

177、te Namibian company which indirectly holds a strategic portfolio of offshore PELs in Namibia including(i)a 15%limited carried interest in PEL 87;(ii)a 10%limited carried interest in each of PELs 82 and 83;and(iii)a 10%limited carried interest on the initial well in PEL 90.Inter Oil also holds a 30%i

178、nterest in a subsidiary which,in turn,holds a 90%interest in onshore PEL 103.The consideration for the Acquisition consisted of a cash payment of$5,144,700(US$4,000,000)and the issuance of an aggregate of 34,933,333 common shares of the Company(issued and valued at$8,034,667).The following is the ne

179、t loss of Inter Oil and the proportionate share of net loss for the Companys ownership interest for the twelve months ended December 31,2023.Year Ended December 31,2023$Net loss 244,721 Proportionate share of net loss 119,914 On October 4,2022,the Company announced that Trago Energy(Pty)Limited(“Tra

180、go”),a Namibian affiliate of the Company,had completed a transaction with Chevron Namibia Exploration Limited,a wholly-owned subsidiary of Chevron,in respect of its interest in PEL 90.Trago retained a 10%interest in PEL 90.Chevron will carry Trago through initial exploration activities including a 3

181、D seismic program and one exploration well.Post the carry period,Trago will be responsible for its proportionate share of capital and operating expenditures.As a result of this transaction,the Company received a dividend of$4,289,585(US$3,128,344)from the farm-out by Inter Oil of a 10%interest in PE

182、L 90.Disclosure of Internal Controls Management has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable diligence to ensure that(i)the consolidated financial statements do not Sintana Energy Inc.Managements Discussion&Analysis Yea

183、r Ended December 31,2023 Discussion dated:April 29,2024 P a g e|20 contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made,as of the date of and f

184、or the periods presented by the consolidated financial statements,and(ii)the consolidated financial statements fairly present in all material respects the financial condition,results of operations and cash flow of the Company,as of the date of and for the periods presented.In contrast to the certifi

185、cate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings(“NI 52-109”),the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedu

186、res(“DC&P”)and internal control over financial reporting(“ICFR”),as defined in NI 52-109.In particular,the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:(i)controls and other procedures designed to provide reasonable a

187、ssurance that information required to be disclosed by the issuer in its annual filings,interim filings or other reports filed or submitted under securities legislation is recorded,processed,summarized and reported within the time periods specified in securities legislation;and (ii)a process to provi

188、de reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the issuers GAAP(IFRS).The Companys certifying officers are responsible for ensuring that processes are in place to provide them

189、with sufficient knowledge to support the representations they are making in the certificate.Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result

190、 in additional risks to the quality,reliability,transparency and timeliness of interim and annual filings and other reports provided under securities legislation.Risk Factors Investment in Sintana must be considered highly speculative due to the nature of Sintanas business,its formative stage of dev

191、elopment,its current financial position and its lack of an earnings record.An investment in any securities of Sintana should only be considered by those persons who can afford a total loss of their investment.Risks Relating to Acting as Non-Operator of Properties The Company holds interests in its m

192、aterial properties jointly with other third parties who act as operators of such properties.Accordingly,the Company is not directly involved in the exploration or development of its property interests,and the operators failure to perform or decision to cease or suspend operations would have a materi

193、al adverse impact on the Company.These operators generally will have the power to determine the manner in which the properties are explored and exploited,including decisions to expand,continue or reduce,suspend or discontinue operations at a property,decisions to advance exploration efforts and cond

194、uct development of non-producing properties and decisions to farm-out or enter into other joint venture or partnership agreements with other third parties.The interests of third-party owners and operators and the interests of the Company concerning its property interests may not always be aligned.Th

195、e Companys inability to control the operations for the properties in respect of which it holds an interest may result in a material adverse effect on its results of operations and financial condition and the trading price of its securities.In addition,the third party owners or operators may take act

196、ion contrary to the Companys objectives,be unable or unwilling to fulfill their obligations under their contracts with the Company,have difficulty obtaining or be unable to obtain the financing necessary to advance projects or experience financial,operational or other difficulties,including insolven

197、cy,which could limit the owner or operators ability to perform its obligations under arrangements with the Company.The Company is also Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|21 limited with respect to the information whic

198、h it receives from third party owners and operators from time to time concerning operational protocols and other developments with respect to its property interest,and such asymmetries in information flow could have a material adverse impact on the Company and its operations.In addition,the Companys

199、 property interests are all subject to regulation(and changes thereto)in the respective jurisdictions in which they are located,including with respect to land tenure,productions,export controls,taxation,environmental legislation,land and water use,local indigenous peoples interests,safety,and exprop

200、riation of property.Although the Company,as non-operator,is not responsible for ensuring compliance with these laws and regulations,failure by the operators to comply with applicable laws,regulations and permits could result in injunctive action,orders to suspend or cease operations,damages,and civi

201、l and criminal penalties on the operators,which could have a material adverse effect on the Companys results of operations and financial condition.In addition,the operations in respect of which the Company holds an interest require various property rights,permits and licenses to be held by the opera

202、tor in order to conduct current and future exploration and other operations,and delays or a failure to obtain or maintain such property rights,permits and licenses,or a failure to comply with the terms of any such property rights,permits and licenses could result in interruption or closure of operat

203、ions or exploration on the properties which would have a material adverse effect on the Company.Requirement to invest to retain rights Most of the leases and other operating rights that Sintana has and will acquire granting Sintana the right to explore for and exploit crude hydrocarbons resources re

204、quire,within defined lengths of time,Sintana to drill wells and/or conduct seismic activities to maintain those rights.There can be no assurance that Sintana will have the resources necessary to drill the required wells or conduct the requisite seismic activities within the required time periods.Sin

205、tana does not have adequate cash at present to complete all of its drilling and seismic activities required to maintain its interests in hydrocarbons properties.In addition,Sintana will prioritize its drilling and seismic programs so as to pursue its best prospects,thus running the risk that certain

206、 of its rights may expire.Further,the withdrawal of joint venture partners such as Exxon with respect to VMM-37 will have a material adverse effect on Sintanas ability to complete all requisite drilling and seismic activities on such properties.See“Subsequent Events”.If Sintana does not perform the

207、required drilling or other required activities within the defined time periods,its rights to explore may lapse,which could have a material adverse effect on Sintana.Ongoing need for financing As Sintana has no revenue,its ability to continue exploration,development,acquisition and divestiture effort

208、s are largely reliant on its continued attractiveness to equity investors.Sintana will incur operating losses as it continues to expend funds to explore and develop its properties.There is no guarantee that Sintana will be able to develop any of its properties to commercial production.Additionally,S

209、intana will require additional capital to continue exploration and development.Failure to raise such capital could result in Sintana going out of business.From time to time,Sintana may enter into transactions to acquire assets or the shares of other corporations.These transactions may be financed wh

210、olly or partially with debt,which may temporarily increase Sintanas debt levels above industry standards.Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|22 Crude oil and natural gas development No reserves have been assigned in co

211、nnection with Sintanas property interests to date,given their early stage of development.The future value of Sintana is therefore dependent on the success or otherwise of Sintanas activities,which are principally directed toward the further exploration,appraisal and development of its assets in Colo

212、mbia and Namibia,and potential acquisition of additional property interests in the future.Exploration,appraisal and development of Hydrocarbons reserves are speculative and involve a significant degree of risk.There is no guarantee that exploration or appraisal of the property interests of Sintana w

213、ill lead to commercial discoveries or,if there are commercial discoveries,that Sintana will be able to realize the value of such reserves as intended.Few properties that are explored are ultimately developed into new reserves.If at any stage Sintana is precluded from pursuing its exploration or deve

214、lopment programs,or such programs are otherwise not continued,Sintanas business,financial condition and/or results of operations and,accordingly,the trading price of Sintana shares,is likely to be materially adversely affected.Hydrocarbons exploration involves a high degree of risk and there is no a

215、ssurance that expenditures made for future exploration or development activities by Sintana will result in discoveries of crude oil,condensate or natural gas that are commercially or economically viable.It is difficult to project the costs of implementing any exploratory drilling or development prog

216、ram due to the inherent uncertainties of drilling in unknown formations,the costs associated with encountering various drilling conditions such as over-pressured zones and tools lost in the hole,and changes in drilling plans and locations as a result of prior exploratory wells or additional seismic

217、data and interpretations thereof.Political risks All of Sintanas current operations are conducted in Colombia and Namibia and as such,Sintanas operations are exposed to various levels of political,economic,contractual and other risks and uncertainties.These risks and uncertainties vary from country

218、to country and include,but are not limited to,currency exchange rates;high rates of inflation;labour unrest;renegotiation or nullification of existing concessions,licenses,permits and contracts;terrorism;changes in taxation policies;restrictions on foreign exchange;and changing political conditions;

219、currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of,or purchase supplies from,a particular jurisdiction.Future political actions cannot be predicted and may adversely affect Sintana.

220、Changes,if any,in hydrocarbons or investment policies or shifts in political attitude in the countries in which Sintana holds property interests may adversely affect Sintanas business,results of operations and financial condition.Future operations may be affected in varying degrees by government reg

221、ulations with respect to,but not limited to,restrictions on production,price controls,export controls,currency remittance,income taxes,foreign investment,license awards and contracts,maintenance of claims,environmental legislation,land use,land claims of local people,water use and hydrocarbons safet

222、y matters.The possibility that future governments may adopt substantially different policies,which may extend to the expropriation of assets,cannot be ruled out.Failure to comply strictly with applicable laws,regulations and local practices relating to property applications and tenure,could result i

223、n loss,reduction or expropriation of entitlements.The occurrence of these various factors and uncertainties cannot be accurately predicted and could have a material adverse effect on the Companys consolidated business,results of operations and financial condition.Volatile stock price The stock price

224、 of Sintana is highly volatile and will most likely be drastically affected by exploration and development results.Sintana cannot predict the results of its exploration and development activities expected to take place in the future.The results of these activities will inevitably affect Sintanas dec

225、isions Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|23 related to further exploration and development of any of the properties that Sintana may hold in the future,and will likely trigger major changes in the trading price of th

226、e Sintana shares.Potential conflicts of interest Some of the individuals who serve as directors or officers of Sintana are also directors,officers and/or promoters of other reporting and non-reporting issuers.As of the date of this MD&A,and to the knowledge of the directors and officers of Sintana,t

227、here are no existing conflicts of interest between Sintana and any of the individuals who are directors or officers of Sintana other than as disclosed elsewhere in this MD&A.Situations may arise where the directors and/or officers of Sintana may be in competition with Sintana.Any conflicts will be s

228、ubject to and governed by the laws applicable to directors and officers conflicts of interest.In the event that such a conflict of interest arises at a meeting of Sintanas directors,a director who has such a conflict will abstain from voting for or against the approval of such participation or such

229、terms.In accordance with applicable laws,the directors of Sintana are required to act honestly,in good faith and in the best interests of Sintana.No history of production Sintanas properties are exploration stage only.Sintana has never had any material interest in crude oil and/or natural gas produc

230、ing properties.There is no assurance that commercial quantities of crude oil or natural gas will be discovered at any of the properties of Sintana or any future properties,nor is there any assurance that the exploration or development programs of Sintana thereon will yield any positive results.Even

231、if commercial quantities of crude oil and/or natural gas are discovered,there can be no assurance that any property of Sintana will ever be brought to a stage where oil and/or natural gas can profitably be produced thereon.Factors which may limit the ability of Sintana to produce oil and/or natural

232、gas from its properties include,but are not limited to,commodity prices,availability of additional capital and financing and the nature of any crude oil and/or natural gas deposits.Reliance on a limited number of opportunities The principal property interests of Sintana are currently the Namibia ass

233、ets.In addition,Sintana also holds assets in Colombia.As a result,any adverse developments affecting any or all of these property interests could have a material adverse effect upon Sintana and would materially and adversely affect the potential production,profitability,financial performance and res

234、ults of operations of Sintana.Future sales of Sintana shares by existing shareholders Sales of a large number of Sintana shares in the public markets,or the potential for such sales,could decrease the trading price of the Sintana shares and could impair Sintanas ability to raise capital through futu

235、re sales of Sintana shares.Sintana may from time to time have previously issued securities at an effective price per share that is lower than the then current market price of Sintana shares.Accordingly,certain shareholders of Sintana may have an investment profit in Sintana shares that they may seek

236、 to liquidate.Market price of Sintana shares Securities of micro-cap and small-cap companies have experienced substantial volatility in the past,often based on factors unrelated to the financial performance or prospects of the companies involved.These factors include macroeconomic developments in No

237、rth America and globally,and market perceptions of the attractiveness of particular industries.The price of Sintana shares is also likely to be significantly affected by short-term changes in oil and natural gas prices or in Sintanas financial condition or results of operations of the Company.Other

238、factors unrelated to Sintanas performance that may have an effect on the price of Sintana shares include the following:the extent of analytical coverage available to investors concerning Sintanas business may be limited if investment banks with research capabilities do not follow Sintana Energy Inc.

239、Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|24 Sintanas securities;lessening in trading volume and general market interest in Sintanas securities may affect an investors ability to trade significant numbers of Sintana shares;the size of Sintanas

240、 public float may limit the ability of some institutions to invest in Sintanas securities;and a substantial decline in the price of Sintana shares that persists for a significant period of time could cause Sintanas securities,if listed on an exchange,to be delisted from such exchange,further reducin

241、g market liquidity.As a result of any of these factors,the market price of Sintana shares at any given point in time may not accurately reflect Sintanas long-term value.Securities class-action litigation often has been brought against companies following periods of volatility in the market price of

242、their securities.Sintana may in the future be the target of similar litigation.Securities litigation could result in substantial costs and damages and divert managements attention and resources.Environmental regulation and risks All phases of Sintanas operations are subject to environmental regulati

243、on in the various jurisdictions in which it operates.These regulations mandate,among other things,the maintenance of air and water quality standards and land reclamation.They also set forth limitations on the generation,transportation,storage and disposal of solid and hazardous waste.Environmental l

244、egislation is evolving in a manner which will require stricter standards and enforcement,increased fines and penalties for non-compliance,more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers,directors and employees.T

245、here is no assurance that future changes in environmental regulation,if any,will not adversely affect Sintanas operations.Environmental hazards may exist on the properties in which Sintana holds interests that are unknown to Sintana at present and which have been caused by previous or existing owner

246、s or operators of the properties.Government approvals,approval of aboriginal people and permits are currently and may in the future be required in connection with Sintanas direct and indirect operations.To the extent such approvals are required and not obtained,Sintana may be curtailed or prohibited

247、 from continuing its oil and/or natural exploration operations or from proceeding with planned exploration or development of its properties.Failure to comply with applicable laws,regulations and permitting requirements may result in enforcement actions thereunder,including orders issued by regulator

248、y or judicial authorities causing operations to cease or be curtailed,and may include corrective measures requiring capital expenditures,installation of additional equipment,or remedial actions.Parties engaged in the exploration or development of natural resource properties may be required to compen

249、sate those suffering loss or damage by reason of the exploration and development activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.Amendments to current laws,regulations and permits governing operations and activities of crude oil a

250、nd natural gas exploration companies,or more stringent implementation thereof,could have a material adverse impact on Sintana and cause increases in exploration expenses,capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or de

251、lays in development of new properties.Requirement for permits and licenses The operations of Sintana require it to obtain licenses for operating,permits,and in some cases,renewals of existing licenses and permits from various authorities in Colombia and Namibia.Sintana believes that it currently hol

252、ds or has applied for all necessary licenses and permits to carry on the activities it is currently conducting under applicable laws and regulations in respect of its properties,and also believes that it is complying in all material respects with the terms of such licenses and permits.However,the ab

253、ility of Sintana to obtain,sustain or renew any such licenses and permits on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable authorities or other governmental agencies in foreign jurisdictions.Sintana Energy Inc.Managements Discussion&Analys

254、is Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|25 Operating risks Exploration,development and production activities generally involve a high degree of risk.The operations of Sintana are subject to all the hazards and risks normally encountered in the exploration,development an

255、d production of hydrocarbons,including unusual and unexpected geologic formations,seismic activity,rock bursts,cave-ins,flooding and other conditions involved in the drilling and removal of material,any of which could result in damage to,or destruction of,producing facilities,damage to life or prope

256、rty,environmental damage and possible legal liability.Although adequate precautions to minimize risk will be taken,operations are subject to hazards that may result in environmental pollution and consequent liability.Insurance and uninsured risks Sintanas business is subject to a number of risks and

257、 hazards generally,including adverse environmental conditions,industrial accidents,mechanical failures,labour disputes,unusual or unexpected geological conditions,ground or slope failures,cave-ins,changes in the regulatory environment and natural phenomena such as inclement weather conditions,floods

258、 and earthquakes.Such occurrences could result in damage to crude oil and natural gas properties and/or production facilities,personal injury or death,environmental damage to the properties of Sintana,or the properties of others,delays in exploration,development and production activities,monetary lo

259、sses and possible legal liability.Although Sintana maintains insurance to protect against certain risks in such amounts as it considers reasonable,its insurance will not cover all the potential risks associated with crude oil and natural gas operations.Sintana may also be unable to maintain insuranc

260、e to cover these risks at economically feasible premiums.Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.Moreover,insurance against risks such as environmental pollution or other hazards as a result of exploration,development and production

261、 activities is not generally available to Sintana or to other companies in the oil and natural gas industry on acceptable terms.Sintana might also become subject to liability for pollution or other hazards that may not be insured against or which Sintana may elect not to insure against because of pr

262、emium costs or other reasons.Losses from these events may cause Sintana to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.Infrastructure Crude oil and natural gas exploration,development and production activities depend,to o

263、ne degree or another,on adequate infrastructure.Reliable roads,bridges,power sources,water supply and disposal facilities are important determinants,which affect capital and operating costs.Unusual or infrequent weather phenomena,sabotage,government or other interference in the maintenance or provis

264、ion of such infrastructure could adversely affect the operations,financial condition and results of operations of Sintana.Participation Interests No assurances can be given that there are no participation interests defects affecting any properties of Sintana.Insurance generally is not available,and

265、the ability of Sintana to ensure that it has obtained secure claim to individual properties or concessions may be severely constrained.Furthermore,Sintana has not conducted surveys of the claims in which it currently holds direct or indirect interests and,therefore,the precise area and location of s

266、uch claims may be in doubt.Accordingly,such natural resource properties may be subject to prior unregistered liens,agreements,transfers or claims,including native land claims,and participation interests may be affected by,among other things,undetected defects.Sintana Energy Inc.Managements Discussio

267、n&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|26 In addition,Sintana may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.The principal property interests of Sintana are currently its Namibian assets,which are he

268、ld through its 49%interest in Inter Oil.Although Sintana has the ability to exercise certain rights as a shareholder of Inter Oil pursuant to an existing shareholders agreement and applicable law,the majority shareholder of Inter Oil otherwise exercises control over the management and operations of

269、Inter Oil and its respective holdings.As a result,Sintanas Namibian assets may be managed in a manner that is adverse to Sintana and over which it has no ability to control.Any adverse developments affecting any or all of these property interests could have a material adverse effect upon Sintana and

270、 would materially and adversely affect the potential production,profitability,financial performance and results of operations of Sintana.See also“Reliance on a limited number of opportunities”.Competition The crude oil and natural gas industries are competitive in all of their phases.Sintana faces s

271、trong competition from other companies in connection with the acquisition of properties producing,or capable of producing,crude oil and natural gas.Many of these companies have greater financial resources,operational experience and technical capabilities than Sintana.As a result of this competition,

272、Sintana may be unable to maintain or acquire attractive properties on terms it considers acceptable or at all.Consequently,the revenues,operations and financial condition of Sintana could be materially adversely affected.Commodity prices The price of Sintana shares,its financial results and its expl

273、oration,development and production activities,if any,could be significantly adversely affected by declines in the price of crude oil and/or natural gas.The prices of crude oil and natural gas fluctuate widely and are affected by numerous factors beyond Sintanas control,such as the sale or purchase o

274、f commodities by various central banks and financial institutions,interest rates,exchange rates,inflation or deflation,fluctuation in the value of the Canadian dollar and foreign currencies,global and regional supply and demand,the political and economic conditions of major oil-producing countries t

275、hroughout the world,and the cost of substitutes,inventory levels and carrying charges.Future price declines in the market value of crude oil and/or natural gas could cause continued development of and commercial production from its properties to be impracticable.Depending on the price of crude oil a

276、nd natural gas,cash flow from any potential future operations may not be sufficient and Sintana could be forced to discontinue production and may lose its interests in,or be forced to sell,some of its properties.Potential future production from Sintanas properties,if any,is dependent upon the price

277、of crude oil and/or natural gas being adequate to make these properties economic.In addition to adversely affecting Sintanas financial condition,declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project.Such a reassessment may be the resu

278、lt of a management decision or may be required under financing arrangements related to a particular project.Even if the project is ultimately determined to be economically viable,the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment c

279、an be completed.Government regulation Sintanas exploration,development and production activities are subject to various laws,regulations and rules governing prospecting,development,production,taxes,labour standards and occupational health and safety,toxic substances,land use,water use,land claims of

280、 local people and other matters.Although to the best knowledge of Sintana the exploration,development and production activities are currently carried out in all material respects in accordance with all applicable laws,rules and regulations,no assurance can be given that new laws,rules and regulation

281、s will not be enacted or that existing laws,Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|27 rules and regulations will not be applied in a manner that could limit or curtail exploration,development,production and/or sales activ

282、ities.Amendments to current laws,rules and regulations governing oil and natural gas operations,or more stringent implementation thereof,could have a substantial adverse impact on Sintana.Global financial conditions Over the course of the last several years global financial conditions have been subj

283、ect to increased volatility and numerous financial institutions have either gone into bankruptcy or had to be rescued by governmental authorities.Access to public financing has been negatively impacted by government debt burdens,sub-prime mortgages,the liquidity crisis affecting the asset-backed com

284、mercial paper market and other factors.These factors may adversely impact the ability of Sintana to obtain equity or debt financing in the future and,if obtained,on terms favourable to it.If these increased levels of volatility and market turmoil continue,the operations of Sintana could be impacted

285、and the value and the price of Sintana shares and other securities could be adversely affected.Dividend policy No dividends on any of the Sintana shares have been paid to date.Payment of future dividends,if any,will be at the discretion of the Board of Directors after taking into account multiple fa

286、ctors,including Sintanas operating results,financial condition,and current and anticipated cash needs.Management The success of the Company is heavily dependent on the performance of management.Shareholders will be relying on the good faith,experience and judgment of the Companys management,director

287、s and advisers in supervising and providing for the effective management of the Companys business.The loss of the services of one or more of these persons could have a materially adverse effect on the Companys business.There is no assurance the Company can maintain the services of its management or

288、other qualified personnel required to operate its business.Failure to do so could have a materially adverse effect on the Company.Additionally,directors and officers of the Company may also serve as directors and/or officers of other reporting issuers from time to time.The Company has not purchased“

289、key-man”insurance.Subsequent Events Effective January 1,2024,Mr.Robert Bose assumed the role of Chief Executive Officer and relinquished his role as President.Mr.Doug Manner,former Chief Executive Officer,assumed the role of President.Both Mr.Bose and Mr.Manner will continue to serve on the Companys

290、 Board.Subsequent to year end 2023,87,176,546 warrants with an exercise price of$0.25 and expiry date of March 8,2024 were exercised for gross proceeds of$21,794,137.On March 8,2024,1,781,287 warrants with an exercise price of$0.25 expired unexercised.On April 24,2024,the Company entered into a defi

291、nitive agreement with Crown Energy(Pty)Ltd.(“Crown”),a private Namibian company,providing for the acquisition(the“Acquisition”)by the Company from Crown of up to 67%of the issued and outstanding shares of Giraffe Energy Investments(Pty)Ltd.(“Giraffe”).Giraffe is the owner of a 33%limited carried int

292、erest in Petroleum Exploration License 79(“PEL 79”)which governs blocks 2815 and 2915 located in Namibia.The Acquisition is structured as an Sintana Energy Inc.Managements Discussion&Analysis Year Ended December 31,2023 Discussion dated:April 29,2024 P a g e|28 initial purchase of 49%of the issued a

293、nd outstanding shares of Giraffe from Crown for cash consideration of US$2,000,000,with the Company being granted an option to increase its ownership up to an aggregate 67%interest in Giraffe over a period of five years for an additional cash payment at the time of exercise of US$1,000,000.The Acqui

294、sition remains subject to the satisfaction of various closing conditions and the receipt of all applicable approvals,including,without limitation,the approval of the TSXV.Additional Disclosure for Venture Issuers Without Significant Revenue General and Administrative Expenses General and administrat

295、ive Year Ended December 31,2023$Year Ended December 31,2022$Salaries and benefits 1,527,374 1,922,274 Salaries and benefits 1,157,100 1,845,614 Professional fees 779,273 431,103 Investor relations 319,158 170,118 Travel expenses 142,143 95,533 Reporting issuer costs 86,676 56,587 Administrative and

296、general 61,550 104,539 Interest and other income(228,455)(68,440)Total 3,844,819 4,557,328 Exploration and Evaluation Expenditures Exploration Expenditures Year Ended December 31,2023$Year Ended December 31,2022$Magdalena Basin,Colombia Administrative and general 34,625 44,691 Professional fees 8,93

297、3 11,731 Total 43,558 56,422 Annual Report 2023SINTANA ENERGY INC.CONSOLIDATED FINANCIAL STATEMENTSYEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS,UNLESS OTHERWISE STATED)AUDITEDNOTICE TO READERThe accompanying unaudited condensed interim consolidated financial statements of Sint

298、ana Energy Inc.(“Sintana”)have been prepared by,and are the responsibility of,management.The unaudited condensed interim consolidated financial statements have not been reviewed by Sintanas auditors.Independent Auditors ReportTo the Shareholders of Sintana Energy Inc.:OpinionWe have audited the cons

299、olidated financial statements of Sintana Energy Inc.and its subsidiaries(the Company),which comprise the consolidated statements of financial position as at December 31,2023 and December 31,2022,and the consolidated statements of loss and comprehensive loss,changes in shareholders equity and cash fl

300、ows forthe years then ended,and notes to the consolidated financial statements,including material accounting policyinformation.In our opinion,the accompanying consolidated financial statements present fairly,in all material respects,theconsolidated financial position of the Company as at December 31

301、,2023 and December 31,2022,and itsconsolidated financial performance and its consolidated cash flows for the years then ended in accordance withInternational Financial Reporting Standards.Basis for OpinionWe conducted our audits in accordance with Canadian generally accepted auditing standards.Our r

302、esponsibilitiesunder those standards are further described in the Auditors Responsibilities for the Audit of the ConsolidatedFinancial Statements section of our report.We are independent of the Company in accordance with the ethicalrequirements that are relevant to our audits of the consolidated fin

303、ancial statements in Canada,and we have fulfilledour other ethical responsibilities in accordance with these requirements.We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.Material Uncertainty Related to Going ConcernWe draw attention

304、 to Note 1 in the consolidated financial statements,which indicates that the Company incurred anet loss during the year ended December 31,2023 and,as of that date,the Company had an accumulated deficit.Asstated in Note 1,these events or conditions,along with other matters as set forth in Note 1,indi

305、cate that a materialuncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern.Ouropinion is not modified in respect of this matter.Key Audit MattersKey audit matters are those matters that,in our professional judgment,were of most significance in our a

306、udit of theconsolidated financial statements of the current period.These matters were addressed in the context of our audit ofthe consolidated financial statements as a whole,and in forming our opinion thereon,and we do not provide aseparate opinion on these matters.Except for the matter described i

307、n the Material Uncertainty Related to Going Concern section,we have determinedthat there are no other key audit matters to communicate in our report.MNP LLP2000,112-4th Avenue SW,Calgary AB,T2P 0H31.877.500.0792 T:403.263.3385 F:403.269.8450Other InformationManagement is responsible for the other in

308、formation.The other information comprises Managements Discussionand Analysis.Our opinion on the consolidated financial statements does not cover the other information and we do not expressany form of assurance conclusion thereon.In connection with our audits of the consolidated financial statements,

309、our responsibility is to read the otherinformation and,in doing so,consider whether the other information is materially inconsistent with the consolidatedfinancial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated.Weobtained Managements Discussion and

310、 Analysis prior to the date of this auditors report.If,based on the work wehave performed on this other information,we conclude that there is a material misstatement of this otherinformation,we are required to report that fact.We have nothing to report in this regard.Responsibilities of Management a

311、nd Those Charged with Governance for the Consolidated FinancialStatementsManagement is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with International Financial Reporting Standards,and for such internal control as managementdetermines is

312、 necessary to enable the preparation of consolidated financial statements that are free from materialmisstatement,whether due to fraud or error.In preparing the consolidated financial statements,management is responsible for assessing the Companys ability tocontinue as a going concern,disclosing,as

313、applicable,matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to cease operations,or has norealistic alternative but to do so.Those charged with governance are responsible for overseeing the Companys financial

314、reporting process.Auditors Responsibilities for the Audit of the Consolidated Financial StatementsOur objectives are to obtain reasonable assurance about whether the consolidated financial statements as a wholeare free from material misstatement,whether due to fraud or error,and to issue an auditors

315、 report that includes ouropinion.Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted inaccordance with Canadian generally accepted auditing standards will always detect a material misstatement when itexists.Misstatements can arise from fraud or error and

316、are considered material if,individually or in the aggregate,they could reasonably be expected to influence the economic decisions of users taken on the basis of theseconsolidated financial statements.As part of an audit in accordance with Canadian generally accepted auditing standards,we exercise pr

317、ofessionaljudgment and maintain professional skepticism throughout the audit.We also:Identify and assess the risks of material misstatement of the consolidated financial statements,whether dueto fraud or error,design and perform audit procedures responsive to those risks,and obtain audit evidencetha

318、t is sufficient and appropriate to provide a basis for our opinion.The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error,as fraud may involve collusion,forgery,intentional omissions,misrepresentations,or the override of internal control.Obt

319、ain an understanding of internal control relevant to the audit in order to design audit procedures thatare appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectivenessof the Companys internal control.Evaluate the appropriateness of accounting policies used a

320、nd the reasonableness of accounting estimatesand related disclosures made by management.Conclude on the appropriateness of managements use of the going concern basis of accounting and,basedon the audit evidence obtained,whether a material uncertainty exists related to events or conditions thatmay ca

321、st significant doubt on the Companys ability to continue as a going concern.If we conclude that amaterial uncertainty exists,we are required to draw attention in our auditors report to the relateddisclosures in the consolidated financial statements or,if such disclosures are inadequate,to modify our

322、opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditors report.However,future events or conditions may cause the Company to cease to continue as a going concern.Evaluate the overall presentation,structure and content of the consolidated financial statements,in

323、cludingthe disclosures,and whether the consolidated financial statements represent the underlying transactions andevents in a manner that achieves fair presentation.We communicate with those charged with governance regarding,among other matters,the planned scope andtiming of the audits and significa

324、nt audit findings,including any significant deficiencies in internal control that weidentify during our audits.We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence,and to communicate with them all relationships

325、and other matters that mayreasonably be thought to bear on our independence,and where applicable,related safeguards.From the matters communicated with those charged with governance,we determine those matters that were of mostsignificance in the audit of the consolidated financial statements of the c

326、urrent period and are therefore the key auditmatters.We describe these matters in our auditors report unless law or regulation precludes public disclosure aboutthe matter or when,in extremely rare circumstances,we determine that a matter should not be communicated in ourreport because the adverse co

327、nsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.The engagement partner on the audit resulting in this independent auditors report is Scott Laluk.Calgary,AlbertaApril 29,2024Chartered Professional AccountantsSintana Energy Inc.Consolid

328、ated Statements of Financial Position(Expressed in Canadian Dollars,Unless Otherwise Stated)As at December 31,20232022ASSETSCurrent assetsCash and cash equivalents$4,297,639$6,335,915Accounts receivable and other assets(note 6)316,28253,457Total current assets4,613,9216,389,372Non-current assetsInve

329、stment in joint venture(note 7)12,968,59612,921,287Total assets$17,582,517$19,310,659SHAREHOLDERS EQUITY AND LIABILITIESCurrent liabilitiesAccounts payable and accrued liabilities(notes 8 and 19)$322,415$370,283Current income tax payable(note 18)13,030-Deferred compensation(note 19)2,744,9894,064,50

330、1Asset retirement obligation(note 10)102,312102,312Total current liabilities3,182,7464,537,096Non-current liabilitiesDeferred income tax liability(note 18)519,440-Total liabilities3,702,1864,537,096Shareholders equity 13,880,33114,773,563Total shareholders equity and liabilities$17,582,517$19,310,65

331、9The accompanying notes are an integral part of these consolidated financial statements.Nature of operations and going concern(note 1)Contingency(note 21)Subsequent events(note 22)Approved on behalf of the Board:(signed)Douglas G.Manner,Director(signed)Bruno C.Maruzzo,Director-1-Sintana Energy Inc.C

332、onsolidated Statements of Loss and Comprehensive Loss(Expressed in Canadian Dollars,Unless Otherwise Stated)Year Ended December 31,20232022Operating expensesExploration and evaluation expenditures(note 16)$43,558$56,422General and administrative(notes 17 and 19)3,844,8194,557,328Finance interest exp

333、ense(note 9)-9,216Costs related to acquisition of an interest in Inter Oil(note 7)-231,894Foreign exchange loss 31,785407,820Net loss before gain on accounts payable and joint venture(loss)income(3,920,162)(5,262,680)Gain on accounts payable(note 8)93,70292,191Joint venture(loss)income(note 7)(119,914)4,031,505Net loss before income taxes(3,946,374)(1,138,984)Income tax expense Current income tax