Dynex Energy S.A.

Annual / Quarterly Financial Statement • Jun 28, 2023

Public Limited Company R.C.S. Luxembourg: B164435

75 Parc d'Activités L-8308 Capellen

STATUTORY ANNUAL ACCOUNTS From 01/01/2022 to 31/12/2022

	QLREPMX20230628T11144701_002		Page 1/2
RCSL Nr. : B164435	Matricule : 2011 2223 437
	eCDF entry date :	28/06/2023

ABRIDGED BALANCE SHEET

Financial year from ⁰¹ 01/01/2022 to ⁰² 31/12/2022 (in ⁰³ EUR )

Dynex Energy S.A. 75, Parc d'Activités L-8308 Capellen

ASSETS

		Reference(s)		Current year		Previous year
		1101	101		102
I.	Subscribed capital not called	1103	103		104
II.	Subscribed capital called but unpaid	1105	105		106
		3 1107	107		108
		4 1109	109	2,00	110	2,00
I.	Intangible assets	1111	111		112
II.	Tangible assets	1125	125		126
III.	Financial assets	4 1135	135	2,00	136	2,00
		1151	151	12.686,93	152	18.010,11
I.	Stocks	1153	153		154
II.	Debtors	5 1163	163	6.063,08	164	10.357,48
	a) becoming due and payable within one year	5 1203	203	6.063,08	204	10.357,48
	b) becoming due and payable after more than one year	1205	205		206
III.	Investments	1189	189		190
IV.	Cash at bank and in hand	1197	197	6.623,85	198	7.652,63
		1199	199		200
				12.688,93		18.012,11
		A. Subscribed capital unpaid Formation expenses Fixed assets D. Current assets Prepayments	TOTAL (ASSETS)	201		202

	QLREPMX20230628T11144701_002
RCSL Nr. : B164435	Matricule : 2011 2223 437

CAPITAL, RESERVES AND LIABILITIES

			Reference(s)		Current year		Previous year
	A. Capital and reserves	1301	6	301	-20.657.332,14	302	-20.624.659,56
	I. Subscribed capital	1303	6.1	303	28.642.666,00	304	28.642.666,00
	II. Share premium account	1305	6.2	305	443.346.934,00	306	443.346.934,00
	III. Revaluation reserve	1307	6.3	307	-491.957.598,00	308	-491.957.598,00
	IV. Reserves	1309		309		310
	V. Profit or loss brought forward	1319	6.5	319	-656.661,56	320	-599.315,60
	VI. Profit or loss for the financial year	1321	6.5	321	-32.672,58	322	-57.345,96
	VII. Interim dividends	1323		323		324
	VIII. Capital investment subsidies	1325		325		326
B.	Provisions	1331		331		332
C.	Creditors	1435	7	435	20.670.021,07	436	20.642.671,67
	a) becoming due and payable within one year	1453	7	453	12.786,70	454	13.199,18
	b) becoming due and payable after more than one year	1455	7,8	455	20.657.234,37	456	20.629.472,49
	D. Deferred income	1403		403		404
	TOTAL (CAPITAL, RESERVES AND LIABILITIES)			405	12.688,93	406	18.012,11

	QLREPMX20230628T11144701_003		Page 1/2
RCSL Nr. : B164435	Matricule : 2011 2223 437
	eCDF entry date :	28/06/2023

ABRIDGED PROFIT AND LOSS ACCOUNT

Financial year from ⁰¹ 01/01/2022 to ⁰² 31/12/2022 (in ⁰³ EUR )

Dynex Energy S.A. 75, Parc d'Activités L-8308 Capellen

		Reference(s)	Current year	Previous year
1.	to 5. Gross profit or loss	1651	-32.137,58 651	-56.810,96 652
6.	Staff costs	1605	605	606
	a) Wages and salaries	1607	607	608
	b) Social security costs	1609	609	610
	i) relating to pensions	1653	653	654
	ii) other social security costs	1655	655	656
	c) Other staff costs	1613	613	614
7.	Value adjustments	1657	657	658
	a) in respect of formation expenses and of tangible and intangible
	fixed assets	1659	659	660
	b) in respect of current assets	1661	661	662
8.	Other operating expenses	1621	621	622

		QLREPMX20230628T11144701_003	Page 2/2
	RCSL Nr. : B164435	Matricule : 2011 2223 437
	Reference(s)	Current year	Previous year
9. Income from participating interests	1715 715		716
a) derived from affiliated undertakings	1717 717		718
b) other income from participating interests	1719 719		720
10. Income from other investments and loans forming part of the fixed assets	1721 721		722
a) derived from affiliated undertakings	1723 723		724
b) other income not included under a)	1725 725		726
11. Other interest receivable and similar income	1727 727		728
a) derived from affiliated undertakings	1729 729		730
b) other interest and similar income	1731 731		732
12. Share of profit or loss of undertakings accounted for under the equity method	1663 663		664
13.Value adjustments in respect of financial assets and of investments held as current assets	1665 665		666
14. Interest payable and similar expenses	1627 627		628
a) concerning affiliated undertakings	1629 629		630
b) other interest and similar expenses	1631 631		632
15. Tax on profit or loss	1635 635		636
16. Profit or loss after taxation	1667 667	-32.137,58	-56.810,96 668
17. Other taxes not shown under items 1 to 16	1637 637	-535,00	-535,00 638
18. Profit or loss for the financial year	1669 669	-32.672,58	-57.345,96 670

Public Limited Company 75 Parc d'Activités - L-8308 Capellen Trade & Companies Register number: B164435

Dynex Energy S.A.

Public Limited Company 75 Parc d'Activités - L-8308 Capellen

R.C.S. Luxembourg : B164435

Notes to the Annual Accounts 31/12/2022

Public Limited Company

75 Parc d'Activités - L-8308 Capellen

Trade & Companies Register number: B164435

NOTE 1: General information

NOTE 1.1: General presentation

Dynex Energy S.A. (hereafter 'the Company') was incorporated on 25 October 2011 and organised under the laws of Luxembourg as a Société Anonyme for an unlimited period.

The registered office of the Company is located in Capellen (Luxembourg).

The main activity of the Company is the acquisition of participations involved in the acquisition and development of oil and gas properties in the United States for the production of crude oil and natural gas and in mining of copper and silver ore in Morocco.

NOTE 1.2: Financial year

The financial year starts on 1 January and ends on 31 December of each year.

NOTE 1.3: Consolidated accounts

The Company is exempted to draw up consolidated accounts as per art. 1711-4 of the amended law of 10 August 1915.

The Company is defined as a small company under the law of 10 August 2016 as amended. Consequently, these annual accounts consist of an abridged Balance Sheet and an abridged Profit and Loss Accounts as permitted by that law.

Public Limited Company

75 Parc d'Activités - L-8308 Capellen

Trade & Companies Register number: B164435

NOTE 2: Summary of significant accounting policies

Note 2.1: Basis of preparation

The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements. Accounting policies and valuation rules are, besides the ones laid down by the Law of 10 August 2016 as amended, determined and applied by the Directors.

The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Directors to exercise judgement in the process of applying the accounting policies.

Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly.

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Irrespective of the fact that the Company's liabilities exceed its total assets, these annual accounts were prepared on going concern basis. The management of the Company has assessed its ability to continue as a going concern.

Note 2.2: Significant accounting policies

Formation expenses

Formation expenses are written off on the straight line basis over a period of 5 years.

Financial fixed assets

Valuation under the net equity method:

Shares in affiliated undertakings/participating interests held in the capital of undertakings of which they exercise significant influence over the operating and financial policies are valued at the amount corresponding to the proportion of the capital and reserves represented by the participating interest. The value adjustments are directly recorded in equity under revaluation reserves.

Debtors

Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

Foreign currency translation

Transactions expressed in currencies other than Euro are translated into Euro at the exchange rate effective at the time of the first day of the month of the transaction. Long term assets expressed in currencies other than Euro are translated into Euro at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historic rates.

Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the year.

Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historic exchange rates effective at the balance sheet date. The unrealised exchange losses are recorded in the profit and loss account. The realized exchange gains and losses are recorded in the profit and loss account at the moment of their realisation.

Debts

Liabilities are recorded at their redemption value.

Public Limited Company

75 Parc d'Activités - L-8308 Capellen

Trade & Companies Register number: B164435

Taxation

The Company is subject to the applicable general tax regulations in Luxembourg applicable to all companies.

NOTE 3: Formation expenses

The movements of the year are as follows:

	2022	2021
	(EUR)	(EUR)
Gross book value – opening balance	45,615.00	45,615.00
Movements for the year	0.00	0.00
Gross book value – closing balance	45,615.00	45,615.00
Depreciation – opening balance	45,615.00	45,615.00
Movements for the year	0.00	0.00
Depreciation – closing balance	45,615.00	45,615.00
Net book value – opening balance	0.00	0.00
Net book value – closing balance	0.00	0.00

NOTE 4: Financial assets

Undertakings in which the Company holds at least 20% in their share capital or in which it is a general partner are as follows:

Undertaking's name (legal form)	Registered office	Ownership (%)	Financial data as at	Share capital and reserves including profit or loss for the year	Profit or loss of the financial year
Dynex Energy Holdings Inc	1675 S State St Ste B – Dover, Kent – DE 19901 Delaware - USA	100.00	31/12/2022	-506,195.00 USD	125,469.00 USD
Encore Resources Sàrl	Box 08 N.09 Bis Bd Omar El Mokhtar Cite Al Massira Agadir - Morocco	100.00	31/12/2022	-6,425,866.24 MAD	-760,500.00 MAD

The Management estimates there is a durable reason on booking an adjustment on both participations.

NOTE 5: Debtors

The debtors consist of debts towards Encore Resources.

Public Limited Company

75 Parc d'Activités - L-8308 Capellen

Trade & Companies Register number: B164435

NOTE 6: Capital and reserves

NOTE 6.1: Subscribed capital

The share capital amounts to EUR 28,642,666.00 and is represented by 14,321,333 fully paid-up shares with nominal value per unit of EUR 2.00.

The movements for the year are as follows:

	2022	2021
	(EUR)	(EUR)
Subscribed capital – opening balance	28,642,666.00	28,642,666.00
Movements for the year	0.00	0.00
Subscribed capital – closing balance	28,642,666.00	28,642,666.00

NOTE 6.2: Share premium

The movements for the year are as follows:

	2022	2021
	(EUR)	(EUR)
Share premium – opening balance	443,346,934.00	443,346,934.00
Movements for the year	0.00	0.00
Share premium – closing balance	443,346,934.00	443 346 934.00

NOTE 6.3: Revaluation reserves

The movements for the year are as follows:

	Opening balance (EUR)	Movements (EUR)	Closing balance (EUR)
Revaluation reserve – Dynex Energy Holdings Inc.	- 471,957,599.00	-	- 471,957,599.00
Revaluation reserve – Encore Resources S.à r.l.	- 19,999,999.00	-	- 19,999,999.00
Total	- 491,957,598.00	-	- 491,957,598.00

NOTE 6.4: Legal reserve

Under Luxembourg Law, an amount equal to at least 5% of the annual net income must be allocated to a legal reserve until such reserve equals 10% of the subscribed capital. This reserve is not available for distribution. As the company has accumulated losses, no allocation to legal reserve has been made to date.

Public Limited Company

75 Parc d'Activités - L-8308 Capellen

Trade & Companies Register number: B164435

NOTE 6.5: Movements for the year on the reserves and profit/loss items

The movements for the year are as follows:

	2022 (EUR)	2021 (EUR)
Profit or loss brought forward from earlier periods	(599,315.60)	(551,594.86)
Profit or loss from the previous year	(57,345.96)	(47,720.74)
	(656,661.56)	(599,315.60)
Profit or loss brought forward	(656,661.56)	(599,315.60)
Current year profit or loss	(32,672.58)	(57,345.96)

NOTE 7: Creditors

The creditors are as follows:

	Within one year (EUR)	After one year and within five years (EUR)	After more than five years (EUR)	Total 2022	Total 2021
Debts on purchases and provisions of services	12,786.70	0.00	0.00	12,786.70	13,199.18
Other creditors	0.00	0.00	20,657,234.37	20,657,234.37	20,629,472.49
Total	12,786.70	0.00	20,657,234.37	20,670,021.07	20,642,671.67

The detail of "Other creditors" is as follow:

• EUR 20,000,000.00 is related to the shareholder's loan;
• EUR 293,840.04 is related to the shareholder's current account;
• EUR 363,394.33 is related to Dynex Petroleum LP's current account.

NOTE 8: Transactions with related parties

The loans amounting to EUR 20,657,234.37 are interest free.

NOTE 9: Staff

The Company had no staff during the financial year, and the prior one.

Public Limited Company 75 Parc d'Activités - L-8308 Capellen Trade & Companies Register number: B164435

NOTE 10: Advances and loans granted to the members of the administrative, managerial and supervisory bodies

The members of the administrative, managerial and supervisory bodies have not received any advance and any loan during the financial year. There were no commitments made by the Company to members of these bodies during the financial year.

NOTE 11: Off balance sheet commitments

The Company does not have off-balance-sheet commitments to report at the end of the financial year.

NOTE 12: Subsequent events

No specific events occurred after the end of the financial year.