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1 series A share, with no par value |
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Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.
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☐ No |
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Accelerated Filer
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Emerging Growth Company
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U.S. GAAP
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by the International Accounting Standards Board
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Table of Contents
TABLE OF CONTENT
Table of Contents
PRESENTATION OF INFORMATION
This document comprises the annual report of Vista Energy, S.A.B. de C.V. (“ Vista ”) on Form 20-F for the year ended December 31, 2024.
References
Unless otherwise indicated or the context otherwise requires, (i) the terms “ Vista ,” “ Company ,” “ we ,” “ us ,” and “ our ,” refer to Vista Energy, S.A.B. de C.V. (formerly known as Vista Oil & Gas, S.A.B. de C.V.), a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico, and its consolidated subsidiaries, (ii) the term “ Issuer ” refers to Vista exclusive of its subsidiaries, (iii) the term “ Vista Argentina ” refers to Vista Energy Argentina S.A.U. (formerly known as Vista Oil & Gas Argentina S.A.U., prior thereto as Vista Oil & Gas Argentina S.A., and prior thereto, as Petrolera Entre Lomas S.A.); (iv) the term “ Vista Holding I ” refers to Vista Energy Holding I, S.A. de C.V. (formerly known as Vista Oil & Gas Holding I, S.A. de C.V.); and (v) the term “Vista Holding II” refers to Vista Energy Holding II, S.A. de C.V. (formerly known as Vista Oil & Gas Holding I, S.A. de C.V.). See “ Item 4—Information on the Company .”
References to “ series A shares ” refer to shares of our series A common stock, no par value, and references to “ADSs” are to American Depositary Shares, each representing one series A share, except where the context requires otherwise.
In addition, the term “ Mexico ” refers to the United Mexican States, the term “ United States ” refers to the United States of America, and the term “ Argentina ” refers to the Argentine Republic. Moreover, the phrase “ Mexican government ” refers to the federal government of Mexico, the phrase “ U.S. government ” refers to the federal government of the United States, and the phrase “ Argentine government ” refers to the federal government of Argentina.
Accounting terms have the definitions set forth under International Financial Reporting Standards (“ IFRS ”), as issued by the International Accounting Standards Board (“ IASB ”).
Financial Statements and Information
The consolidated financial statements included in this annual report have been prepared on a historical basis in accordance with IFRS, as described herein.
We maintain our books and records in U.S. Dollars, which is the presentation currency for our financial statements and also the functional currency of our operations.
The financial information contained, or referred to, in this annual report includes the audited consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022, and the notes thereto (“ Audited Financial Statements ”).
The Audited Financial Statements have been prepared in accordance with IFRS as issued by the IASB and are presented in U.S. Dollars.
Presentation of Currencies and Rounding
All references to “$,” “US$,” “U.S. Dollars” and are to U.S. Dollars, the lawful currency of the United States of America, references to “Mexican Pesos” and “Ps.” are to Mexican Pesos, the lawful currency of Mexico and “Argentine Pesos” and “AR$” are to Argentine Pesos, the lawful currency of Argentina. The Audited Financial Statements are presented in U.S. Dollars.
Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
No Emerging Growth Company Status
As of December 31, 2023, we have ceased to be an emerging growth company and are therefore no longer
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able to take advantage of certain exemptions from various requirements applicable to other public companies that are emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“ SOX ”). As such, our independent registered public accounting firm is now required to attest to the effectiveness of our internal control over financial reporting.
Public Company in Mexico
Because we are a public company in Mexico, investors can access our historical financial statements published in Spanish on the Mexican Stock Exchange’s ( Bolsa Mexicana de Valores, S.A.B. de C.V.) , the Mexican National Banking Commission’s ( Comisión Nacional Bancaria y de Valores ) (“ CNBV ”)’s and our websites at www.bmv.com.mx, www.gob.mx/cnbv and www.vistaenergy.com, respectively. The information found on the Mexican Stock Exchange’s, the CNBV’s and our websites is not a part of this annual report.
Non-IFRS Financial Measures
In this annual report, we present ROACE, Net Debt, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income (in each case, as defined below), which are non-IFRS financial measures. A non-IFRS financial measure is generally defined as a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that: (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with IFRS in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.
We define Adjusted EBITDA as profit for the year, net, plus income tax expense, financial income (expense), net, depreciation, depletion and amortization, transaction costs related to business combinations and gain from asset disposals, restructuring and reorganization expenses, gain related to the transfer of conventional assets, other non-cash costs related to the transfer of conventional assets and (reversal) impairment of long-lived assets. Effective for periods starting on or after January 1, 2023, the Company has adjusted the definition of Adjusted EBITDA compared to prior annual reports by excluding gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets. We believe that excluding gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets results in a better representation of the Company’s returns following the Conventional Assets Transaction (as defined below), given that profit and losses generated by the Conventional Assets Transaction have a non-recurrent impact only during the duration of the transaction, and excluding them allows our management and investors to better analyze our core operating performance on a consistent basis from period to period. Given that the Conventional Assets Transaction became effective on March 1, 2023, a recast for prior periods was not necessary. We believe that the nature of the restructuring and reorganization expenses were such that they are not reasonably likely to recur within two years as they are mainly related to permanent reductions in our workforce derived from our business combinations, and that restructuring and reorganization expenses and transaction expenses are not normal, recurring operating expenses. We believe that by excluding restructuring and reorganization expenses and transaction costs related to business combinations and gain from asset disposals, we are able to provide supplemental information for our management and investors to analyze our core operating performance on a consistent basis from period to period. In addition, the (reversal) impairment of long-lived assets was excluded from the determination of our Adjusted EBITDA because it corresponds to an adjustment to the valuation of our fixed assets which charge is similar in nature to the depreciation of property, plant and equipment. This metric allows management and investors to analyze our operating performance on a consistent basis from period to period. In this regard, the elimination of these costs and expenses does not result in a reduction of operating expenses necessary to conduct our business. In light of the foregoing factors, our management excludes restructuring and reorganization expenses, transaction costs related to business combinations and gain from asset disposals, gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets and (reversal) impairment of long-lived assets from our Adjusted EBITDA to facilitate reviews of operational performance and as a basis for strategic planning. Our management believes that excluding such items will allow investors to supplement their understanding of our short-term and long-term financial trends.
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We define Adjusted Net Income as profit for the year, net, plus deferred income tax (expense), changes in fair value of warrants, gain related to the transfer of conventional assets, other non-cash costs related to the transfer of conventional assets and (reversal) impairment of long-lived assets. Effective for periods starting on or after January 1, 2023, the Company has adjusted the definition of Adjusted Net Income compared to prior annual reports by excluding gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets. We believe that excluding gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets results in a better representation of the Company’s returns following the Conventional Assets Transaction, given that profit and losses generated by the Conventional Assets Transaction have a non-recurrent impact only during the duration of the transaction, and excluding them allows our management and investors to better analyze our ongoing performance on a consistent basis from period to period. Given that the Conventional Assets Transaction became effective on March 1, 2023, a recast for prior periods was not necessary. Deferred income tax (expense) was excluded as they relate to recognition of temporary differences between the tax bases of assets and liabilities and the carrying amounts in the financial statement using the liability method. Changes in the fair value of warrants were excluded because they correspond to an adjustment valuation of financial liabilities assumed by the Company, likewise (reversal) impairment of long-lived assets were excluded from the determination of our adjusted net income because they correspond to an adjustment to the valuation of our long-lived assets. Our management believes that excluding such items will allow investors to facilitate the comparison performance from period to period by removing these identified non-cash items that are mainly driven by external factors and that affect (benefit) the Company’s net income.
We define Net Debt as current and non-current borrowings minus cash, bank balances and other short-term investments.
We define Adjusted EBITDA Margin as the ratio of Adjusted EBITDA to revenue from contracts with customers plus Gain from Exports Increase Program. Effective for periods starting on or after January 1, 2023, the Company has adjusted the definition of Adjusted EBITDA Margin compared to prior annual reports to add Gains from the Exports Increase Program in the denominator, as it believes that this results in a better representation of the Company’s margins given that it is accounted for in the Adjusted EBITDA which is the numerator, making the ratio consistent by having the impact both in numerator and denominator. Given that the Exports Increase Program was established in October 2023, a recast for prior periods was not necessary.
We define return on average capital employed (“ ROACE ”) as Adjusted EBITDA plus depreciation, depletion and amortization, gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets, divided by the sum of the average total debt and average total shareholders’ equity. For purposes of this definition, total debt is comprised of current borrowings, non-current borrowings, current lease liabilities and non-current lease liabilities. Effective for periods starting on or after January 1, 2023, the Company has adjusted the definition of ROACE compared to prior annual reports to add gains related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional asset in the numerator. We believe that adding gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets to the numerator results in a better representation of the Company’s returns following the Conventional Assets Transaction, given that profit and losses generated by the Conventional Assets Transaction are accounted for in the profit for the year, net and therefore in total shareholder´s equity which is included in the denominator, making the ratio consistent by having the impact both in numerator and denominator. Given that the Conventional Assets Transaction became effective on March 1, 2023, a recast for prior periods was not necessary. Our management believes ROACE can be a valuable tool to measure the efficiency of the utilization of the capital we employ, whether financed by equity or debt.
We present Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, Adjusted Net Income and ROACE because we believe they provide investors with supplemental measures of the financial condition and performance of our core operations that facilitate period to period comparisons on a consistent basis. Our management uses Net Debt, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and ROACE, among other measures, for internal planning and performance measurement purposes. Net debt, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and ROACE are not measures of liquidity or operating performance under IFRS and should not be construed as alternatives to net profit, operating profit, or cash flow provided by operating activities (in each case, as determined in accordance with IFRS). Net Debt, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and ROACE, as calculated by us, may not be comparable to similarly titled measures reported by other companies. For a reconciliation of Net Debt, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and ROACE to the most directly comparable IFRS financial measure, see “ Item 5—Operating and Financial Review and Prospects—Operating Results .”
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Market and Industry Data
This annual report includes market share, ranking, industry data and forecasts that we obtained from industry publications and surveys, public filings, and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, including SdE (as defined below) and the EIA (as defined below), but there can be no assurance as to the accuracy or completeness of included information.
We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. We believe data regarding the size of our markets and market share are inherently imprecise, but generally indicate size and position and market share within our markets. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section titled “Risk Factors.”
Presentation of Oil and Gas Information
The Company’s Oil and Gas Reserves Information
The information included in this annual report regarding estimated quantities of proved reserves is derived from estimates of the proved reserves as of December 31, 2024. The proved reserves estimates are derived from the report dated January 27, 2025, prepared by DeGolyer and MacNaughton (“ D&M ”), for our concessions located in Argentina and Mexico (“ 2024 Reserves Report ”). The 2024 Reserves Report is included as Exhibit 99.1 to this annual report. D&M is an independent reserves engineering consultant. The 2024 Reserves Report prepared by D&M is based on information provided by us and present an appraisal as of December 31, 2024, of oil and gas reserves located in the Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal, Águila Mora, Bandurria Norte, Coirón Amargo Norte, Entre Lomas Río Negro, Entre Lomas Neuquén, Charco del Palenque, Jarilla Quemada, Jagüel de los Machos, 25 de Mayo–Medanito SE, and Acambuco concessions in Argentina, and of our oil and gas reserves located in the CS-01 concession in Mexico.
Argentina and Mexico Oil and Gas Reserves Information
The information included in “Item 4—Information on the Company—Industry and Regulatory Overview” of this annual report regarding Argentina’s and Mexico’s proved reserves has been prepared based on official and publicly available information of the Argentine Secretariat of Energy ( Secretar í a de Energ í a ) (“ SdE ”) and the former Mexican National Hydrocarbon Commission ( Comisi ó n Nacional de Hidrocarburos ) (“ CNH ”). References to the “ proved reserves ” of Argentina and Mexico follow the definition of “proved reserves” as set forth in the guidelines published by the SdE and CNH, as applicable. However, the information regarding Vista’s proved reserves included elsewhere in this annual report has been prepared according to the definitions of Rule 4-10(a) of Regulation S-X or the Society of Petroleum Engineers (“ SPE ”)’s Petroleum Resources Management System, which may differ from the relevant guidelines published by the Argentine and Mexican authorities. For more information, see “ Item 4— Information on the Company — Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina ” and “ Item 4— Information on the Company —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Mexico — Reserves and Resources Certification in Mexico .”
Certain Definitions
“ ADR ” means American Depositary Receipt.
“ ADS ” means American Depositary Share.
“ Argentine Constitution ” means the Argentine National Constitution ( Constitución Nacional de la República Argentina ).
“ Argentine Executive Branch ” means the Argentine federal executive branch.
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“ Argentine Secretariat of Energy ” or “ SdE ” means the current Argentine Secretaría de Energía under the supervision of the Argentine Ministry of Energy and the Argentine Ministry of Energy and Mining, and/or any other Argentine governmental agency that oversees the enforcement of the Argentine Hydrocarbons Law (as defined below) in the future, as applicable.
“ Argentine Hydrocarbons Law ” means the Argentine Hydrocarbons Law No. 17,319 ( Ley de Hidrocarburos ), as amended from time to time.
“ BCRA ” means the Argentine Central Bank ( Banco Central de la República Argentina ).
“ Btu ” means British thermal units.
“ CFE ” means the Mexican Federal Electricity Commission ( Comisión Federal de Electricidad ).
“ CNE ” means the Mexican National Energy Commission ( Comisión Nacional de Energía ).
“ CNH ” means the former Mexican National Hydrocarbon Commission ( Comisión Nacional de Hidrocarburos ).
“ COFECE ” means the Mexican Federal Economic Competition Commission ( Comisión Federal de Competencia Económica ).
“ CRE ” means the former Mexican Energy Regulatory Commission ( Comisión Reguladora de Energía ).
“ EIA ” means the United States Energy Information Administration.
“ ESG ” means Environmental, Social and Governance.
“ E&P ” means exploration and production.
“ Executive Team ” means the Company’s management team that is comprised of Miguel Galuccio, Pablo Vera Pinto, Juan Garoby, Alejandro Cherñacov and Matías Weissel.
“ GHG emissions ” means greenhouse gas emissions. Scope 1 emissions are direct emissions from sources controlled by the Company within the organizational boundaries of reporting, and include combustion, flaring, venting, and fugitive sources. Scope 2 emissions are indirect emissions from energy used by Vista but produced by a third party, and may include imported electricity, steam, and heat.
“ Ley de Bases ” means the Argentine Law No. 27,742 ( Ley de Bases y Puntos de Partida para la Libertad de los Argentinos ).
“ LNG ” means liquefied natural gas.
“ LPG ” means liquefied petroleum gas (includes butane and propane).
“ Mexican Constitution ” means the Mexican Political Constitution ( Constitución Política de los Estados Unidos Mexicanos ).
“ Mexican Executive Branch ” means the Mexican federal executive branch
“ MMBtu ” means million British thermal units.
“ NBS ” means nature-based solutions.
“ NGL ” means natural gas liquids, including butane and propane (LPG).
“ OPEC ” means Organization of Petroleum Exporting Countries.
“ Pemex ” means the Mexico’s national oil company ( Petróleos Mexicanos ).
“ production ” when used with respect to (i) our gas production, it excludes flared gas, injected gas and gas consumed in our operations and (ii) our NGL production, consists only of LPG.
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“ proved developed reserves ” means those proved reserves that can be expected to be recovered through existing wells and facilities and by existing operating methods.
“ proved reserves ” means those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. For a complete definition of “ proved oil and natural gas reserves ,” refer to the SEC’s Regulation S-X, Rule 4, 10(a)(22).
“ proved undeveloped reserves ” means those proved reserves that are expected to be recovered from future wells and facilities, including future improved recovery projects which are anticipated with a high degree of certainty in reservoirs which have previously shown favorable response to improved recovery projects. For a complete definition of “ proved undeveloped oil and natural gas reserves, ” refer to the SEC’s Regulation S-X, Rule 4, 10(a)(31).
“ Province ” means each of the twenty-three federal states referred to in the Argentine Constitution, which, together with the Autonomous City of Buenos Aires, constitute the first-order territorial jurisdictions and divisions of the Republic of Argentina.
“ RNV ” means the Mexican National Securities Registry ( Registro Nacional de Valores ).
“ SENER ” means Secretaría de Energía, or Energy Secretariat, in Mexico.
“ TRIR ” means total recordable injury rate, calculated as the number of recordable incidents multiplied by 1,000,000 divided by total number of hours worked.
“ Trafigura ” means Trafigura Argentina S.A.
“ UN ” means United Nations.
Measurements, Oil and Natural Gas Terms and Other Data
In this annual report, we use the following measurements:
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“ Bcf ” means one billion cubic feet; |
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“ bbl ,” “ bo ,” or “ barrel of oil ” means one stock tank barrel, which is equivalent to approximately 0.15898 cubic meters; |
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“ boe ” means one barrel of oil equivalent, which equals approximately 158.9873 cubic meters of natural gas and 5,614.5841 cubic feet of natural gas; |
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“ Bn ,” when used before bbl, bo, boe or cf, means one billion bbl, bo, boe or cf, respectively; |
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“ cf ” means one cubic foot; |
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“ CH 4 ” means methane; |
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“ CO 2 ” means carbon dioxide; |
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“ CO 2 e ” means carbon dioxide equivalent; |
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“ ha ” means one hectare, which equals approximately 2.47 acres; |
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“ kgCO 2 e ” means kilograms of carbon dioxide equivalent per barrel of oil equivalent; |
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“ km ” means one kilometer, which equals approximately 0.621371 miles; |
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“ km 2 ” means one square kilometer, which equals approximately 247.1 acres; |
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“ m ” or “ meter ” means one meter, which equals approximately 3.28084 feet; |
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“ M ,” when used before bbl, bo, boe or cf, means one thousand bbl, bo, boe or cf, respectively; |
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“ m 3 ” means one cubic meter; |
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“ MM ,” when used before bbl, bo, boe or cf, means one million bbl, bo, boe or cf, respectively; |
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“ N 2 O ” means nitrous oxide; |
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“ T ,” when used before bbl, bo, boe or cf, means one trillion bbl, bo, boe or cf, respectively; |
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“ Tn ” means a metric ton, and |
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“/ d ,” or “ pd ” when used after bbl, bo, boe or cf, means per day. |
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FORWARD-LOOKING STATEMENTS
This annual report contains estimates and forward-looking statements, principally in “ Item 3—Key Information— Risk Factors , ” “ Item 4— Information on the Company — Business Overview ” and “ Item 5— Operating and Financial Review and Prospects . ” Some of the matters discussed herein concerning our business operations and financial performance include estimates and forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended (“ Securities Act ”) and the U.S. Securities Exchange Act of 1934, as amended (“ Exchange Act ”).
The words such as “believes,” “expects,” “anticipates,” “intends,” “should,” “seeks,” “estimates,” “future,” “may,” “could,” “would,” “likely” or similar expressions are included with the intention of identifying statements about the future. We have based these forward-looking statements on numerous assumptions, including our current beliefs, expectations and projections about present and future events and financial trends affecting our business. These expectations and projections are subject to significant known and unknown risks and uncertainties which may cause our actual results, performance or achievements, or industry results, to be materially different from any expected or projected results, performance or achievements expressed or implied by such forward-looking statements. Many important factors, in addition to those discussed elsewhere in this annual report, could cause our actual results, performance or achievements to differ materially from those expressed or implied in our forward-looking statements, including, among other things:
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uncertainties relating to future government concessions and exploration permits; |
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adverse outcomes in litigation that may arise in the future; |
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general political, economic, social, demographic and business conditions in Argentina, Mexico, in other countries in which we operate; |
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the impact of political developments and uncertainties relating to political and economic conditions in Argentina, including the policies of the current government in Argentina; |
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significant economic or political developments in Mexico, Argentina and the United States; |
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changes in law, rules, regulations and interpretations and enforcements thereto applicable to the Argentine and Mexican energy sectors and throughout Latin America, including changes to the regulatory environment in which we operate and changes to programs established to promote investments in the energy industry; |
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any unexpected increases in financing costs or an inability to obtain financing and/or additional capital pursuant to attractive terms; |
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any changes in the capital markets in general that may affect the policies or attitude in Argentina and/or Mexico, and/or Argentine and Mexican companies with respect to financings extended to or investments made in Argentina and Mexico or Argentine and Mexican companies; |
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fines or other penalties and claims by the authorities and/or customers; |
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any future restrictions on the ability to exchange Mexican or Argentine Pesos into foreign currencies or to transfer funds abroad; |
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the imposition of import restrictions on goods that are key for the maintenance of our assets; |
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the revocation or amendment of our respective concession agreements by the granting authority; |
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our ability to renew certain concessions; |
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our ability to implement our capital expenditures plans or business strategy, including our ability to obtain financing when necessary and on reasonable terms; |
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government intervention, including measures that result in changes to the Argentine and Mexican, labor markets, exchange markets or tax systems; |
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continued and/or higher rates of inflation and fluctuations in exchange rates, including the devaluation of the Mexican Peso or Argentine Peso; |
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any force majeure events, or fluctuations or reductions in the value of Argentine public debt; |
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changes to the demand for oil and gas in particular, and energy in general, both in Argentina and globally; |
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the effects of a pandemic or epidemic and any subsequent mandatory regulatory restrictions or containment measures; |
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environmental, health and safety regulations and industry standards that are becoming more stringent; |
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energy markets, including the timing and extent of changes and volatility in commodity prices, and the impact of any protracted or material reduction in oil prices from historical averages; |
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our relationship with our employees and our ability to retain key members of our senior management and key technical employees; |
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the ability of our directors and officers to identify an adequate number of potential acquisition opportunities; |
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our expectations with respect to the performance of our recently acquired businesses; |
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our expectations for future production, costs and crude oil prices used in our projections; |
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changes to our capital expenditure plans; |
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uncertainties inherent in making estimates of our oil and gas reserves, including recently discovered oil and gas reserves, and changes to our previous reserves estimates; |
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increased market competition in the energy sectors in Argentina and Mexico; |
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potential regulatory changes and modifications to free trade agreements driven by evolving U.S. trade policies and political developments in Mexico or other Latin American countries; |
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climate change and severe weather events; |
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any potential adverse effects that may arise in connection with any prospective mergers, acquisitions, divestitures, or other corporate reorganizations; |
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the ongoing conflicts involving Russia and Ukraine; Israel, Hamas and Iran; and China and Taiwan; and |
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additional matters identified in “ Risk Factors .” |
Forward-looking statements speak only as of the date on which they were made, and we undertake no obligation to release publicly any updates or revisions to any forward-looking statements contained herein after we distribute this annual report because of new information, future events or other factors. In light of these limitations, undue reliance should not be placed on forward-looking statements contained in this annual report.
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| ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
Not applicable.
| ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable.
| ITEM 3. |
KEY INFORMATION |
Capitalization and Indebtedness
Not applicable.
Reasons for the Offer and Use of Proceeds
Not applicable.
RISK FACTORS
You should carefully consider the following risk factors in evaluating us and our business before investing in Vista. In particular, you should consider the risks related to an investment in companies operating in Argentina, Mexico and Latin America generally, for which we have included information in these risk factors to the extent that information is publicly available. In general, investing in the securities of issuers whose operations are located in emerging market countries such as Mexico and stand-alone countries such as Argentina involve a higher degree of risk than investing in the securities of issuers whose operations are located in the United States or other more developed countries. If any of the risks discussed in this annual report actually occur, alone or together with additional risks and uncertainties not currently known to us, or that we do not presently consider material, our business, financial condition, results of operations and prospects may be materially adversely affected. If this were to occur, the value of our series A shares or ADSs may decline and you may lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this annual report, including the Audited Financial Statements and the related notes thereto. Our actual results could differ materially and adversely from those anticipated in this annual report.
Risk Factor Summary
The following summarizes the main risks to which we are subject. You should carefully consider all of the information discussed below in “—Detailed Risk Factors ” for a comprehensive description of these and other risks.
Risks Related to Our Business and Industry:
As an oil and gas company, our business and industry is subject to particular risks, such as exploration, drilling, completion, production, equipment and resources, gathering, treatment and transportation risks; risks related to natural hazards, weather conditions, and mechanical difficulties; fluctuations and regulation of international and domestic oil prices; the availability of financial resources for our business plan and its corresponding costs; inflation; government regulation; and contractions in demand of crude oil and natural gas or any of their by-products. Additional risks exist in light of the conflict between Russia and Ukraine and the conflicts involving Israel, Hamas and Iran in the Middle East, and the associated economic and trade sanctions and restrictions that have been imposed or may be imposed in the future as a result of such conflicts or others. Additionally, changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations. Also, as a company which primarily operates in Argentina and Mexico, our business may be affected by changes in those markets.
Our business operations require significant and long-term capital investments and maintenance costs. Our liquidity, business activities, profitability and ability to compete in the market may be adversely affected if we are not able to acquire and correctly use necessary new technologies in connection with future drilling projects, obtaining financing for such projects, obtain and maintain and/or partners to develop and maintain our business activities.
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The enhanced focus on climate change and the transition to lower carbon energy sources on the part of the international community, governments, and investors, promote an increase in the use of energy from renewable sources. This energy transition could significantly impact our industry and business, resulting in increased operating costs, reduced demand for the oil and natural gas we produce, and reputational risks in connection with our business activities. If we fail to meet the pace and extent of society’s changing demands for lower carbon energy as the energy transition unfolds, we could fail in sustaining and developing our business. Further, adverse climate conditions may adversely affect our results of operations and our ability to conduct drilling operations. Additionally, adverse climate conditions could negatively impact the Argentine economy, which could in turn affect our results of operations.
Risks Related to our Company:
Most of our producing properties and total estimated proved reserves are geographically concentrated in Argentina. The results of our planned development programs in new or emerging shale development areas and formations may be subject to more uncertainties than programs in more established areas and formations. As such, we may fail to fully identify problems with any properties we acquire, and as such, assets we acquire may prove to be worth less than we paid because of uncertainties in evaluating recoverable reserves and potential liabilities. We may not be able to acquire, develop or exploit new reserves, which could decrease the volume of our reserves over time and could, in turn, adversely affect our financial condition and our results of operations. We also may be subject to unknown or contingent liabilities related to our recent and future acquisitions.
The oil and gas industry is competitive and our ability to achieve our strategic objectives depends on our ability to successfully compete in the market.
We may also be parties to labor, commercial, civil, tax, criminal, environmental and administrative proceedings that, either alone or in combination with other proceedings, could, if resolved in whole or in part adversely to us, result in the imposition of material costs, fines, judgments or other losses. Additionally, we are subject to anti-corruption, anti-bribery, anti-money laundering and economic sanctions laws and regulations of Mexico, Argentina and other nations. Our failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our reputation, business, financial condition and results of operations. Our operations may pose risks to the environment, and any climate change legislation or regulations restricting emissions of greenhouse gases and legal frameworks promoting an increase in the participation of energies from renewable sources could significantly impact our industry and result in increased operating costs and reduced demand for the oil and natural gas we produce.
Risks Related to the Argentine and Mexican Economic and Regulatory Environments:
Investors may be faced with risks inherent to investing in a company operating in stand-alone and emerging markets, such as Argentina and Mexico. Some of these risks may include, among others, the economic and political conditions in Argentina and Mexico, Argentina’s ability to obtain financing from international markets, changing regulation in the countries in which we operate, direct and indirect restrictions on imports and exports under Argentine law, current or potential Argentine exchange controls, the imposition of export duties and other taxes, inflation, significant fluctuations in the value of the Argentine Peso, criminal activity in Mexico, and joint and several tax liability. Recent reforms and amendments to Mexican laws and regulations may adversely affect our operations if applicable to our activities.
Risks Related to our series A shares and the ADSs:
The series A shares and ADSs are traded in more than one market, and this may result in price variations. Dividend distributions to holders of our series A shares will be made in Mexican Pesos.
Also, if securities or industry analysts do not publish research reports about our business, or publish negative reports about our business, the price and trading volume of our series A shares and the ADS could decline.
As a foreign private issuer, we have different disclosure and other requirements than U.S. domestic registrants. We are also permitted to rely on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our ADSs.
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ADS holders may also be subject to additional risks related to holding ADSs rather than series A shares. For example, ADS holders may be unable to exercise voting rights with respect to the shares underlying the ADSs at our shareholders’ meetings, and preemptive rights may be unavailable to non-Mexican holders of ADSs. Additionally, our bylaws, in compliance with Mexican law, restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders. Our bylaws also contain provisions aimed at restricting the acquisition of our shares and restricting the execution of voting agreements among our shareholders. ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.
Detailed Risk Factors
Risks Related to Our Business and Industry
The oil and gas industry is subject to particular operational and economic risks.
Oil and gas E&P activities are subject to particular economic and industry-specific operational risks, some of which are beyond our control, such as drilling, completion, production, equipment, gathering, treatment and transportation risks, as well as natural hazards and other uncertainties, including those relating to the physical characteristics of onshore and offshore oil or natural gas fields. Our operations may be curtailed, delayed or canceled due to bad weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment or the construction of roads to access drilling sites, works related to third-party vendors, road blocks, compliance with governmental requirements (including any delays in obtaining the relevant permits), fire, explosions, blow-outs, pipe failure, abnormally pressured formations, supply chain bottlenecks, lockdown restrictions on the general population and reduced hydrocarbons demand due to a pandemic, such as COVID-19, and environmental hazards, such as oil spills, gas leaks, ruptures or discharges of toxic gases or natural disasters preventing us from accessing the drilling sites. Drilling may be unprofitable, not only with respect to dry wells, but also with respect to wells that are productive but do not produce sufficient revenues to return a profit after drilling, completion, operating and other costs are considered.
We are exposed to the effects of fluctuations and regulation of international and domestic oil prices. In addition, limitations on local pricing of our products in Argentina and Mexico may adversely affect our results of operations.
Most of our revenues in Argentina and Mexico are derived from sales from oil and natural gas. During 2024, 49% of our oil sales volumes were exported, and we expect to continue exporting a substantial portion of our volumes in the future. We are, therefore, exposed to pricing risk in both the international and domestic markets, especially the Argentine domestic market.
International and domestic oil and gas prices have fluctuated significantly in recent years and are likely to continue fluctuating in the future. Factors affecting international crude oil prices include: political developments in crude oil producing regions, particularly in the Middle East, the ongoing conflicts between Russia and Ukraine, Israel, Hamas and Iran, and China and Taiwan; the ability of the OPEC and other crude oil producing nations to set and maintain crude oil production levels and prices; macroeconomic conditions, including inflation and GDP growth; global and regional supply and demand for crude oil, gas and related products; investment in new projects to bring new oil production volumes to the market; global supply chain disruptions, and shipping bottlenecks, competition from other energy sources, the effects of a pandemic (such as COVID-19) or epidemic and any subsequent mandatory regulatory restrictions or containment measures, domestic and foreign government regulations, trade conflicts, weather conditions, and global and local conflicts, war, or acts of terrorism. We cannot predict how these factors will influence the prices of oil and related oil products, and we have no control over them. Price volatility curtails the ability of industry participants to adopt certain long-term investment decisions given that returns on investments become unpredictable.
Secondly, the domestic crude oil price has fluctuated in the past in Argentina and Mexico not only due to international prices and the risks outlined above, but also due to local taxation, regulations affecting commercialization in the domestic and export markets in connection with crude and refined hydrocarbons, macroeconomic conditions, the impact of a pandemic on general economic activity and therefore crude oil demand
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and refining margins. The domestic crude oil price is also subject to local price limitations imposed by the Argentine and Mexican governments. During 2023, the average annual Brent crude oil price stood at US$82.3/bbl, and our average realization price was US$66.7/bbl, 19% below the average annual Brent crude oil price and 7% below export parity for Medanito oil price, which stood at US$72.0/bbl. During 2024, the difference between our average realized price and export parity for Medanito oil narrowed to 2%. However, we cannot guarantee that this gap will not widen in the future. More recently, in April 2025 the announcement by President Trump that the United States would impose sweeping tariffs on all countries resulted in generalized market volatility and a decrease in the price of many commodities, including crude oil. A sustained decrease in oil prices could materially and adversely affect our business, financial condition and results of operations.
The determination by the Argentine and Mexican governments to fix, or indirectly intervene, to generate local crude oil prices at values below export parity could have an adverse effect on our results of operations, financial condition, and cash flows. In the event that local prices were reduced through any of the factors described above, which we cannot control, this could affect the economic performance of our existing and future projects, generating a loss of reserves as a result of changes in our development plans, our assumptions and our estimates, and consequently affect the recovery value of certain assets. A decline in realized crude oil prices for an extended period of time (or if prices for certain products fail to keep pace with cost increases) could adversely affect both the economic viability of our drilling projects and, consequently, our ability to meet our operational and financial targets. These price declines could result in changes to our development plans, reduced capital expenditures, failure of our joint venture partners to approve investment projects, a loss of proved developed reserves and proved undeveloped reserves, an adverse effect on our ability to improve our hydrocarbon recovery rates, find new reserves, develop unconventional resources, carry out certain capital expenditure plans, meet our long-term targets and service our financial debt obligations. A decline in realized crude oil prices could also lead to a deterioration in our financial coverage ratios and impairment charges. We cannot predict whether, or to what extent, the potential consequences of such actions could affect our business, impact our production, or affect our financial condition and results of operations, including having enough cash to service our financial debt obligations.
See also “ —A potential increase in crude oil supply in the global market could lead to excess supply and result in a reduction in global crude oil prices. ”
Our business could be adversely affected by a decline in general economic conditions or a weakening of the broader energy industry, and inflation may adversely affect our financial position and operating results.
A prolonged economic slowdown or recession, adverse events relating to the energy industry, or regional, national, or global economic conditions and factors, could negatively impact our operations and therefore adversely affect our results. The risks associated with our business are more acute during periods of economic slowdown or recession because such periods may be accompanied by decreased demand for oil and natural gas, and decreased prices for oil and natural gas.
Supply chain pressures in global production, trade and logistics and demand increases may lead to price inflation in the energy sector. In addition, macroeconomic conditions in Argentina and Mexico may result in cost inflation for goods and services purchased in local currency. Inflationary factors, such as increases in the labor costs, material costs, and overhead costs, may also adversely affect our financial position and operating results. An increase in our costs due to inflation could offset any price increases of our products and services resulting in an adverse effect on our operating results, including having enough cash to service our financial debt obligations.
We are exposed to contractions in demand of crude oil and natural gas and contractions in demand of any of their by-products.
Demand for our crude oil and gas products is largely influenced by the economic activity and growth in Argentina, Mexico and globally. For example, the efforts of the Federal Reserve of the United States and other central banks globally to contain inflation through increase in interest rates, could lead to lower economic growth, and even economic recession in certain economies, or at a global level. In addition, low economic growth in major emerging economies, such as China or India, could negatively impact oil demand. This could have an adverse effect on demand for crude oil and crude oil prices, and therefore impact negatively on our business. Demand for our products is subject to volatility in the future. Demand for crude oil by-products, such as gasoline, may contract under certain conditions, particularly during economic downturns, or due to governmental subsidies and/or changes in consumer preferences following from the energy transition currently underway.
A contraction of the demand of our products would adversely affect our revenues, causing economic losses to our Company. In addition, a contraction in the demand and/or prices of our products can impact the valuation of our reserves. Additionally, in periods of lower commodity prices, we may curtail production and capital spending or may defer or delay drilling wells because of lower cash generation. Continuous poor economic performance could eventually impair our ability to repay our financial debt, lead to a deterioration in our financial coverage ratios and impairment charges. A contraction of crude oil demand could also affect us financially, including our ability to pay our suppliers for their services, or service our financial debt, which could, in turn, lead to further operational distress.
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A potential increase in crude oil supply in the global market could lead to excess supply and result in a reduction in global crude oil prices.
Crude oil is a global commodity and, as such, its price is determined, among other factors, by physical supply and demand. As a crude oil producer, we are exposed to fluctuations in crude oil prices. For example, in early March 2020, OPEC+ countries failed to reach an agreement on extending or increasing oil production cuts in light of a decrease in demand due to the COVID-19 pandemic. Shortly thereafter, Saudi Arabia, the world’s largest oil exporter, through its state-owned company Saudi Aramco, decided to lower the official selling price ( OSP ) of its Arab light crude by approximately US$8/bbl, the largest monthly decrease in 20 years, and announced plans to increase production to at least 10 million bbl/d as of April 2020. As a result, Brent crude oil prices dropped by US$10.9/bbl (or 24.1%) to US$34.4/bbl, representing the steepest one-day decline since 1991. From March 16 to April 2, 2020, Brent crude oil prices remained below US$30/bbl, reaching a low of US$22.72/bbl on March 30, 2020.
There are currently several projects under development in different countries, such as Brazil, Guyana and the U.S., which could potentially add supply volumes to the market that, added up, could be greater than the short-term growth in crude oil demand, leading to excess supply. In such a case, crude oil prices could fall below current levels, which could negatively impact our revenues, and materially affect our business, financial condition and results of operations.
In addition, OPEC+ countries have, according to their own reports, curtailed oil production. If the OPEC+ countries, as a group or individually, were to unwind such curtailments at a fast pace compared to the increase in short-term oil demand, this could result in excess supply, leading to significant declines in crude oil prices compared to current levels, which could in turn negatively impact our revenues, and materially affect our business, financial condition and results of operations.
The conflict involving Russia and Ukraine, and the associated new, additional, and/or enhanced economic and trade sanctions and restrictions that have been imposed by various countries, could have a material adverse effect on our business, financial condition and results of operations.
The conflict involving Russia and Ukraine has recently had and will likely continue to have significant international economic effects, including increased inflation, supply chain problems, market volatility and an impact on commodity prices. The conflict and its effects could exacerbate the current slowdown in the global economy and could negatively affect the ability of some of our customers with exposure to the Russian and/or Ukrainian markets to pay for our products.
In addition, the conflict has resulted in the imposition of economic and trade sanctions and restrictions targeting Russia and certain Russian economic sectors and companies by the United States, the European Union, the United Kingdom and other major countries. The severity of these sanctions could worsen and contribute to shortages of raw materials and commodities, which in turn could lead to higher levels of inflation and disruptions in the global supply chain. Disruptions in the global supply chain could affect, in particular, the energy sector and could lead to supply chain difficulties in local markets. Due to the uncertainties inherent to the scale and duration of the conflict and its direct and indirect effects, it is not reasonably possible to estimate the impact this conflict will have on the global economy and financial markets, on the economies of the countries in which we operate and, consequently, our business, financial condition and results of operations.
Also, our revenues and our profitability are heavily dependent on the prices we receive from our sales of oil and natural gas. Oil prices are particularly sensitive to actual and perceived threats to global political stability and to changes in oil production in, and oil supply from, various key countries, including Russia. The conflict has led to an increase in international oil prices, which creates transitory increases in the revenues of E&P companies around the globe. In addition, it has also led to increased volatility in global commodities in general and hydrocarbon prices. We cannot predict whether such volatility will lead to further price increases or, on the contrary, lead to a general downturn in economic activity, or lower oil and gas prices, and therefore adversely affect our profitability. A sustained increase in oil prices could accelerate the transition to alternative energy sources, leading to an unpredictable decline in prices in the medium to long term, which could adversely affect our business, financial
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condition, and results of operations. Such price increases could also lead to energy shortages and an increasing amount of the global population, including in Argentina and Mexico, without access to energy supplies. It could also lead to new regulation by the Argentine and/or Mexican governments to further de-couple domestic energy pricing from international energy pricing or restrict energy-related exports from Argentina or Mexico, which would affect our business. Additionally, changes to worldwide oil prices and demand could cause turmoil in the global financial system, and in turn materially affect our business, financial condition and results of operations.
The conflicts involving Israel, Hamas and Iran could have a material adverse effect on our business, financial condition and results of operations.
Beginning in October 2023, Israel and Hamas have been involved in a serious and escalating armed conflict, which also involved other countries in the Middle East, such as Iran (which more recently engaged in direct conflict with Israel). A sharper escalation of these conflicts could lead to the involvement of other countries around the globe. The war could have a material negative impact on oil prices and global growth as well as further global economic consequences, including but not limited to the possibility of increased volatility in energy prices, severely diminished liquidity and credit availability, declines in consumer confidence, scarcity of certain raw materials and products, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. Although the length and impact of the ongoing conflict is unpredictable, such conflict has created and could lead to further market disruptions, including significant volatility in commodity prices, credit and capital markets. Due to the uncertainties inherent to the scale and duration of this conflict and its direct and indirect effects, it is not reasonably possible to estimate the impact such conflict will have on the global economy or on the economies of the countries in which we operate and, consequently, our business, financial condition and results of operations.
Changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations.
The administration of U.S. President Donald Trump has introduced significant changes in trade and regulatory policies, including tariffs, trade restrictions, and enforcement measures that could affect cross-border commerce and foreign business operations. On February 1, 2025, President Trump issued an executive order, effective March 4, 2025, imposing tariffs on imports from Canada, Mexico, and China, and made announcements regarding the potential imposition of tariffs on other jurisdictions. Furthermore, on April 2, 2025, President Trump announced that the United States would impose a 10% tariff on all countries, effective on April 5, 2025, and an individualized reciprocal higher tariff on countries with which the United States has the largest trade deficits. While certain energy products (such as crude oil) have been exempted, the effect on global economic growth and trade of these measures remains uncertain, and could disrupt global trade flows, and increase operational costs for companies reliant on international supply chains.
As an oil and gas company operating in Mexico and Argentina, we are subject to import regulations, supply chain dependencies, and cross-border energy trade policies that could be affected by U.S. government actions. Any tariff increases, trade restrictions, or enforcement measures targeting the energy sector could increase costs, limit access to critical infrastructure and materials, and disrupt operational continuity.
Additionally, the U.S. government has designated certain international cartels and transnational criminal organizations, including those operating in Mexico, as Foreign Terrorist Organizations (“ FTOs ”) and Specially Designated Global Terrorists (“ SDGTs ”). For more information, see “— Risks Related to the Argentine and Mexican Economic and Regulatory Environments — Economic and political developments in Mexico may adversely affect Mexican economic policy and, in turn, our operations .”
Given the expanding scope of trade restrictions and the uncertainty surrounding future policies of the Trump administration, we can provide no assurances regarding the full extent of any potential impact on our operations. To the extent that changes in the political or regulatory environment due to the imposition of tariffs or other measures negatively impact us or the markets in which we operate, our business, financial condition, and results of operations could be materially and adversely affected
Our business requires significant and long-term capital investments and maintenance cost.
The oil and gas industry is a capital-intensive industry. We make and expect to continue to make substantial capital expenditures related to development and acquisition of oil and gas resources and in order to maintain or increase the amount of our hydrocarbon reserves and production.
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We have funded, and we expect that we will continue to fund, our capital expenditures with cash generated by existing operations, debt, equity issuances and our available cash. However, under certain scenarios ( e.g., in lower realized oil price scenarios compared to average realized oil prices prevailing as of the second semester of 2024), our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities or the sale of assets. We cannot guarantee that we will be able to maintain our current production levels, generate sufficient cash flow to pay for operating expenditures and service our financial debt, or that we will have access to sufficient borrowing or other financing alternatives to continue our exploration, exploitation and production activities at current or higher levels.
Additionally, the incurrence of additional indebtedness would require that a portion of our cash flow from operations be used for the payment of interest and principal on our indebtedness, thereby reducing our ability to use cash flow from operations to fund working capital, capital expenditures, operating expenditures and acquisitions. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of various factors. We may decrease our actual capital expenditures in response to lower commodity prices, which would negatively impact our ability to increase or even maintain production.
If our revenues decrease, we may have limited ability to obtain the capital necessary to sustain our operations at current levels. If additional capital is needed, we may not be able to obtain debt or equity financing on terms acceptable to us, if at all. If cash flow generated by our operations are not sufficient to meet our capital requirements, the failure to obtain additional financing could result in a reduction of the capital expenditures devoted to the development of our assets, or even in a curtailment of our operations. This, in turn, could lead to a decline in production, and could materially and adversely affect our business, financial condition and results of operations, including our ability to service financial debt obligations, and the market value of our series A shares or ADSs.
We may not be able to acquire, develop or exploit new reserves, which could decrease the volume of our reserves over time and could, in turn, adversely affect our financial condition and the results of our operations.
The hydrocarbon reserves in any given reservoir decreases as such oil and gas volumes are produced and consumed, with the range of decrease depending on the characteristics of the reservoir and the production rate. Therefore, our results of operations largely depend on our ability to produce oil and gas from existing reserves, to discover additional oil and gas reserves, and to economically exploit oil and gas from these reserves. Unless we are successful in our exploration of oil and gas reserves and their development, in replacing our existing oil and gas reserves or in acquiring new reserves, the production of oil and gas and the volume of our total reserves will decrease over time. While we have geological reports evaluating certain proved and probable reserves, as well as contingent and prospective resources in our blocks, there is no assurance that we will continue to be successful in the exploration, appraisal, development and commercialization of oil and gas.
Drilling activities are also subject to numerous risks and may involve unprofitable efforts, not only with respect to dry wells but also with respect to wells that are productive but do not produce enough net income to derive profit after covering drilling costs and other operating costs. The construction of a well does not assure a return on investment or recovery of the costs of drilling, completion and operating costs. Lower oil and natural gas prices could also affect our future investment and growth, including future and pending acquisitions.
We may not be able to identify commercially exploitable reservoirs or implement our capital investment program to complete or produce more oil and gas reserves, and the wells we plan to drill may not result in the discovery or production of oil or natural gas. If we are unable to replace our production with new reserves, or acquire new reserves, our reserves will decline and our financial condition, results of operations, cash flow and market value of our series A shares and ADSs could be negatively affected.
The oil and gas reserves that we estimate are based on assumptions that could be inaccurate.
Our oil and gas reserves are estimates based on certain assumptions that could be inaccurate. Reserve estimates depend on the quality of engineering and geological data at the date of the estimate and the manner in which they are interpreted. In addition, reserve engineering is a subjective process for estimating oil and gas accumulations that cannot be accurately measured, and the estimates of other engineers may differ materially. A number of assumptions and uncertainties are inherent in estimating the amounts of proven reserves of oil and gas (including, but not limited to production forecasts, the time and amount of development expenditures, testing and production after the date of the estimates, among others), many of which are beyond our control and are subject to change over time.
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Consequently, measures of reserves are not precise and are subject to revision. Any downward revision in our estimated quantities of proved reserves could adversely impact our financial condition and results of operations, and ultimately have a material adverse effect on the market value of our series A shares or ADSs. In addition, the estimation of “ proved oil and natural gas reserves ” based on SdE Resolution No. 324/2006 and Argentine Secretariat of Hydrocarbon Resources ( Secretaría de Recursos Hidrocarburíferos ) Resolution No. 69-E/2016 may differ from the standards required by SEC’s regulations.
As a result, reserve estimates could be materially different from the amounts that are ultimately extracted, and if such amounts are significantly lower than the initial reserves estimates it could result in a material adverse effect on our financial performance, including our ability to service financial debt obligations, operating results and the market value of our series A shares and ADSs. See “ Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina ” and the 2024 Reserves Report attached hereto as Exhibit 99.1.
Our business operations rely heavily on our production facilities
A material portion of our revenues depends on our oil and gas facilities, which are key to producing, transporting, treating and injecting oil and gas into transportation infrastructure for sale. In order to execute our strategic plan and meet our targets, we need to expand our capacity to transport, treat and inject our oil and gas production. If we are not able to execute these expansion projects, our growth plan could be affected.
In addition, while we believe that we maintain adequate insurance coverage and appropriate security measures in respect of such facilities, any material damage to, accident at, or other disruption at such production facilities could have a material adverse effect on our production capacity, financial condition and results of operations.
The lack of availability of midstream capacity may limit our possibility of increasing hydrocarbon production and may adversely affect our financial condition and results of operations.
Our capacity to exploit our hydrocarbon reserves largely depends upon the availability of midstream infrastructure on commercially acceptable terms to transport the produced hydrocarbons from our oilfields to the markets in which they are sold. Typically, oil is transported by pipelines, trucks and tankers to refineries, and gas is usually treated, compressed and transported by pipeline to customers. The lack of oil transportation, storage or loading infrastructure, as well as the lack of vessels for maritime oil transportation, may adversely affect our financial condition and results of operations. The lack of gas treatment, compression or transportation infrastructure may also adversely affect our financial condition and results of operations.
In particular, most of our crude oil production is transported from the Neuquina Basin through the Oldelval pipeline system to the south of the Province of Buenos Aires, from where it is sent to refineries or port facilities at Puerto Rosales for exports. On the other hand, part of our oil is transported to Chile through the Vaca Muerta Norte pipeline and the Trasandino pipeline. The export facilities at Puerto Rosales, owned by Oiltanking Ebytem, are operating at near full capacity, therefore, Oiltanking Ebytem is currently executing an expansion project, which is expected to be operational by the second quarter of 2025. Furthermore, VMOS (as defined below) plans to construct a new pipeline from Vaca Muerta to a new export terminal with storage capacity at Punta Colorada, Province of Río Negro, which is anticipated to become operational in 2027.
We have secured sufficient oil midstream capacity through existing infrastructure and expansion projects to support the execution of our production growth plans in our Vaca Muerta assets. See “ Item 4—Information on the Company—Business Overview .” However, both planned events (such as scheduled maintenance) and unexpected disruptions (including adverse weather conditions, accidents, union strikes, explosions, or environmental incidents) may restrict access to existing oil midstream capacity, potentially limiting production and adversely impacting our financial condition and results of operations.
Additionally, if oil midstream expansion projects are delayed or canceled, a potential lack of transportation capacity could constrain our production growth, affect our ability to meet targets, and negatively impact our future financial performance, including our ability to service financial debt obligations and the market value of our series A shares and ADSs.
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Developments in the oil and gas industry and other factors may result in substantial write-downs of the carrying amount of our assets, which could adversely affect our financial condition and results of operations.
Changes in the economic, regulatory, business or political environment in Argentina, Mexico or other markets where we operate, such as price controls over crude oil or crude oil by-products or the significant decline in international crude oil and gas prices in recent years, among other factors, may result in the recognition of impairment charges in certain of our assets.
We evaluate the carrying amount of our assets for possible impairment on an annual basis, or more frequently where the circumstances require. Our impairment tests are performed by a comparison of the carrying amount of an individual asset or a cash-generating unit with its recoverable amount. Whenever the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount. Substantial write-downs of the carrying amount of our assets could adversely affect our financial condition and results of operations.
Exploration and development drilling may not result in commercially productive reserves.
Drilling involves numerous risks, including the risk that no commercially productive oil or gas reservoirs will be encountered. The cost of drilling, completing and operating wells is often uncertain, and drilling operations may be curtailed, delayed or canceled, or become costlier, as a result of a variety of factors, including (i) unexpected drilling conditions; (ii) unexpected pressure or irregularities in formations; (iii) equipment failures or accidents; (iv) construction delays; (v) hydraulic stimulation accidents or failures; (vi) adverse weather conditions; (vii) restricted access to land for drilling or laying pipelines; (viii) title defects; (ix) lack of available gathering, transportation, processing, fractionation, storage, refining or export facilities; (x) lack of available capacity on interconnecting transmission pipelines; (xi) access to, and the cost and availability of, the equipment, services, resources and personnel required to complete our drilling, completion and operating activities; (xii) involuntary human error; and (xiii) delays imposed by or resulting from compliance with environmental and other governmental or regulatory requirements.
Our future drilling activities may not be successful and, if unsuccessful, our proved reserves and production would decline, which could have an adverse effect on our future results of operations and financial condition. While all drilling, whether development, extension or exploratory, involves these risks, exploratory and extension drilling involves greater risks of dry holes or failure to find commercial quantities of hydrocarbons. If we are not successful in our exploration or extension drilling activities, we might not be able to replace the reserves consumed as a result of our production and therefore our production will decline over time, which could adversely affect our financial condition and results of operations.
Our operations are substantially dependent upon the availability of water and our ability to dispose of produced water gathered from drilling and production activities. Restrictions on our ability to obtain water or dispose of produced water may have a material adverse effect on our financial condition, results of operations and cash flows.
Water is an essential component of drilling, completion and hydrocarbon production activities. Limitations or restrictions on our ability to secure sufficient amounts of water (including limitations resulting from natural causes such as drought), could materially and adversely impact our operations. Severe drought conditions can result in local water districts taking steps to restrict the use of water in their jurisdiction for drilling and hydraulic stimulation in order to protect the local water supply. If we are unable to obtain water to use in our operations from local sources, it may need to be obtained from new sources and transported to drilling sites, or other facilities, resulting in increased costs, which could have an adverse impact on our financial condition and cash flows. Additionally, if we were unable to obtain water from any sources, we might be forced to halt our drilling and completion activities, which could have a material adverse effect on our growth prospects, financial condition, results of operations and cash flows.
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Our operations may pose risks to the environment.
Some of our operations are subject to environmental risks which could materialize unexpectedly and could have a material adverse impact on our financial condition and results of operations. These include the risk of leaks or spills of hydrocarbons, contamination of soil or water sources, fire and explosions, damages to infrastructure or the general population. There can be no assurance that future environmental issues will not result in cost increases, civil liability or administrative action, which could lead to a material adverse effect on our financial condition and results of operations.
Any climate change legislation or regulations restricting GHG emissions could result in increased operating costs.
Due to concern over the risk of climate change, a number of countries have adopted, or are considering the adoption of, new regulatory requirements to reduce greenhouse gas emissions, such as carbon taxes, increased efficiency standards or the adoption of cap-and-trade regimes. More stringent environmental regulations can result in the imposition of costs associated with GHG emissions, either through environmental agency requirements relating to mitigation initiatives, compliance costs and operational restrictions, and/or through other regulatory measures such as GHG emissions taxation and market creation of limitations on GHG emissions that have the potential to increase our operating costs. We expect that a growing share of our GHG emissions could be subject to regulation, resulting in increased compliance costs and operational restrictions. Regulators may seek to limit certain oil and gas projects or make it more difficult to obtain required permits for hydrocarbon E&P. Additionally, climate activists around the globe are challenging the grant of new and existing regulatory permits. We expect that these challenges are likely to continue and could delay or prohibit operations in certain cases.
Compliance with legal and regulatory changes relating to climate change set out by the Argentine and Mexican governments, including those resulting from the implementation of international treaties (see “ Item 4—Information on the Company—Business Overview—Argentine Regulatory Framework in Connection with Climate Change ”) may in the future increase our costs to operate and maintain our facilities, install new emission controls on our facilities and administer and manage any GHG emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.
In addition, environmental laws that may be implemented in the future could increase litigation risks and have a material adverse effect on us. For example, in 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, which focused on implementing policies, strategies, actions, programs and projects that can establish responsibilities for gas emissions and prevent, mitigate or minimize the damages or impacts associated with climate change (see “ Item 4—Information on the Company—Business Overview—Argentine Regulatory Framework in Connection with Climate Change ”). If additional requirements were adopted in Argentina, these requirements could add to our litigation costs and impact adversely on our results of operations.
We cannot predict the overall impact that the enactment of new environmental laws or regulations could have on our financial results, results of operations, and cash flows and the market value of our series A shares and ADSs.
The energy transition could result in reduced demand for the oil and gas we produce, negatively impact our long-term plans, and lead to opposition from certain stakeholders.
We expect that measures taken by governments, NGOs, customers, and end users of refined hydrocarbon products to reduce emissions will continue to suppress demand for hydrocarbons and their by-products, potentially impacting oil and gas prices. For example, demand could decline further if households increasingly adopt electric vehicles, public transportation transitions to electric or renewable fuel sources, power generation shifts more extensively to renewable energy, or hydrogen and other green energy alternatives achieve widespread adoption. These developments may contribute to a decline in global oil and gas demand, potentially leading to additional asset provisions, lower earnings, project cancellations, reduced access to capital, and impairments of certain assets.
Regulations and regimes promoting alternative energy resources may also lead to a decline in demand for crude oil and natural gas, or any of their by-products, in the long-term. In addition, increased regulation of GHG emissions may create greater incentives for the use of alternative energy sources. Any long-term material adverse effect on the oil industry could adversely affect the financial and operational aspects of our business, which we cannot predict with certainty as of the date of this annual report.
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There are other risks associated with climate change, such as an increasing number of conflicts with landowners and local communities, difficulties in hiring and retaining staff, and increased difficulty accessing technology. Moreover, certain investors might decide to divest their investments in fossil fuel companies and different stakeholder groups might be included to exert pressure on commercial and investment banks to stop financing fossil fuel companies. According to press reports, in recent years some financial institutions have limited their exposure to fossil fuel projects. If this trend were to accelerate in the future, our ability to access financing for future projects may be adversely affected. These factors could have a negative impact on the demand for our products and services and may jeopardize or even impair the implementation and operation of our business, adversely impacting our operating and financial results and limiting our growth opportunities.
Expectations relating to GHG emissions could expose us to potential liabilities, increased costs, and reputational harm.
In 2021, we announced our ambition to become net zero in scope 1 and 2 GHG emissions by 2026. We plan to achieve this ambition through a multi-year plan to reduce our operational carbon footprint and the implementation of our own portfolio of NBS. Our NBS projects are designed to offset the residual emissions from our operations through carbon capture in soil and forest. See “ Item 4—Information on the Company—Business Overview—Environmental Policy .”
Our net zero ambition is subject to complex methodologies, calculations, assumptions and estimates, including with respect to how we determine our emissions and the carbon offsets through our NBS projects. Although we believe that our methodologies, calculations, assumptions and estimates are reasonable, we cannot assure you that we will not revise our past emissions estimates, our carbon offsets or our future emissions projections or goals as a result of new developments, technologies, regulations, standards or otherwise. In addition, we may pursue business opportunities (including acquisitions or divestments of oil and gas assets) that may affect our emissions estimates and projections.
Our emissions information (including carbon offsets) may be calculated differently than by other companies, including our competitors. Investors should make their own diligence and assessment on whether our emissions information is directly comparable to that of other companies.
Our GHG emissions inventory is calculated and reported in compliance with industry recognized standards (GHG Protocol, API Compendium and GRI reporting). Such calculation is based on limited information and subject to significant uncertainties. For example, our emissions information excludes the emissions arising from concession areas that we do not operate in Argentina and from our operated asset in Mexico, and therefore only cover approximately 93% of our production, based on our 2024 performance data.
Therefore, we cannot guarantee that our net zero ambition will be fully realized on the timeline we expect or at all. Any failure, or perceived failure, by us to adhere to our net zero ambition or other public statements, comply fully with developing interpretations of climate-related laws and regulations, or meet evolving and varied stakeholder expectations and standards could harm our business, reputation, financial condition, and operating results.
If we fail to meet the pace and extent of society’s changing demands or our own aspirations for lower carbon energy as the energy transition unfolds (including failing to meet our aspiration to become net zero in scope 1 and 2 GHG emissions by 2026), we could face reputational costs or fail in sustaining and developing our business.
The pace and extent of the energy transition could pose a risk to the company if our own progress towards decarbonization moves at a different speed than that of our competitors and the economy in general, or if we fail to meet our aspirations. If we are slower than competitors or the economy in general, either because we do not invest enough funds, or invest in technologies that fail to reduce our carbon footprint, or if we fail to meet our ambition to become net zero in scope 1 and 2 GHG emissions by 2026, our reputation may suffer and customers may prefer a different supplier, which would adversely impact demand for our hydrocarbon products, including the market value of our shale oil acreage and associated resources we expect to develop in the future. Our failure to time the transition of our production to address climate-change related concerns could have a material adverse effect on our earnings, cash flows and financial condition.
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Adverse climate conditions may adversely affect our results of operations and our ability to conduct drilling operations. Additionally, adverse climate conditions could negatively impact the Argentine economy.
The physical effects of climate change such as, but not limited to, heat waves, storms, hail, increases in temperature and sea levels, extensive droughts affecting the river basins where we operate, and fluctuations in sea levels could adversely affect our operations and supply chains. Such adverse climate conditions may lead to, among others, cost increases, drilling delays, power outages, production stoppages, and difficulties in transporting the oil and gas produced by us. Any decrease in our oil and gas production and sales could have a material adverse effect on our business, financial condition or results of operations.
In addition, the occurrence of severe adverse weather conditions, especially droughts, hail, floods or frost or diseases, is unpredictable, may have a potentially devastating impact on production, mainly on agricultural products, and may adversely affect the supply and price of such products. Adverse weather conditions may be exacerbated by the effects of climate change. The effects of severe adverse weather conditions may reduce yields of agricultural activities in Argentina, which constitute a material share of GDP and exports. This could have an adverse effect on the economy, including lower inflows of hard currency from exports, depreciation of the local currency, rising inflation and poverty.
Our activities are subject to social, reputational, and operational risks, including negative media attention, potential for protests by members of the local communities in the places where we operate, and seismic activity.
Although we are committed to operating in a socially responsible manner, we may face opposition from local communities and negative media attention. For example, several of our operations are carried out in the Province of Neuquén, Argentina. Local communities, including indigenous communities, have engaged in various forms of protest against business activities in general, including oil and gas. Although we consider our relationship with local communities, including indigenous communities, to be good, we cannot ensure that any form of protest, including roadblocks, actions limiting access of our workers or contractors to our operations, sabotage, or any disruptive action will not impact our operations. Any such action could have an adverse effect on our reputation, financial condition, and results of operations.
There is a risk that hydraulic stimulation activities during well completion operations in the Vaca Muerta may induce seismicity. Vista, together with a consortium of other oil and gas operators, has conducted extensive research into potential sources of increased seismic activity in the region. As of the date of this annual report, no conclusive evidence has been found linking produced water reinjection into geological formations with amplified seismicity. Nonetheless, Vista continues to evaluate potential contributing factors. Although as of the date of this annual report no seismic events have resulted in above-ground impacts affecting the health and safety of the communities in the region we operate, the growing density of hydraulic fracturing activities in the region may lead to increased seismic activity in the future. Any such increase could expose the company to heightened regulatory oversight or stakeholder concern.
Furthermore, we are not currently aware of operations being conducted in areas of the Vaca Muerta occupied by indigenous communities. However, self-identification by indigenous communities in the region has historically been fluid, and this circumstance may change over time. In such cases, the Company may be required to enhance its engagement with indigenous communities and develop a dedicated engagement policy in accordance with Argentine law on prior consultation and International Labour Organization ( ILO ) Convention No. 169 on Indigenous and Tribal Peoples. Failure to adequately address these matters could expose us to additional regulatory, legal or reputational risks.
Our industry has become increasingly dependent on digital technologies to carry out daily operations and is subject to increasing cybersecurity threats.
As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events have also increased worldwide. Even if we have implemented, and continue to implement, a cybersecurity plan (See “ Item 16K— Cybersecurity ”), the technologies, systems, and networks that we have implemented, or may implement in the future, and those of our service providers, may be the object of cyberattacks or failures to the security of information systems, which could lead to interruptions in critical industrial systems, the unauthorized disclosure of confidential or protected information, data corruption, other interruptions of, or disruptions to, our operations. In addition, certain cyber incidents, such as the advanced persistent threat, may not be detected for
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a prolonged period of time. Although we have adopted a Cybersecurity Policy that serves as an umbrella for our cybersecurity risk management standards and procedures to safeguard information and protect our systems, we cannot assure you that cyber incidents will not happen in the future and that our operations and/or our financial performance will not be affected.
Information security risks have generally increased in recent years as a result of the proliferation of new technologies and the increased sophistication and activities of cyber-attacks. We depend on digital technology, including information systems to process financial and operating data, analyze seismic and drilling information and oil and gas reserves estimates. We have increasingly connected equipment and systems to the Internet. Because of the critical nature of their infrastructure and the increased accessibility enabled through connection to the Internet, they may face a heightened risk of cyber-attack. In the event of such an attack, they could have our oilfield operations disrupted, property damaged, and customer information stolen, experience substantial loss of revenues, response costs and other financial loss; and be subject to increased litigation and damage to their reputation. A cyber-attack could adversely affect our business, results of operations and financial condition. See “ Item 16K—Cybersecurity .”
Risks Related to our Company
The historical financial information included in this annual report and the past performance and experience of our Executive Team may not be indicative of future results.
Our business is inherently volatile due to the influence of external factors, such as domestic oil and gas demand, oil and gas prices, availability of financial resources for our business plan and its corresponding costs and government regulations. Our periodic operating results could fluctuate for many reasons, including many of the risks described in this section, which are beyond our control. Consequently, our past financial condition, results of operations and the trends indicated by such results and financial condition may not be indicative of current or future financial conditions, results of operations or trends. Additionally, we believe that the experience of our Executive Team constitutes a differentiated source of competitive strength for us. However, the experience of our Executive Team in the past (whether in Vista or in other companies) may not be indicative of our future results of operations. For more information regarding our historical consolidated condensed financial information, see “ Presentation of Information, ” “ Item 8—Financial Information ” and the Audited Financial Statements included elsewhere in this annual report.
The results of our planned development programs in new or emerging shale development areas and formations may be subject to more uncertainties than programs in more established areas and formations and may not meet our expectations for reserves or production.
The results of our horizontal drilling efforts in emerging areas and formations in Argentina such as in the Vaca Muerta formation in the Neuquina Basin are generally more uncertain than drilling results in areas that are more developed and have more established production. Because emerging areas and associated target formations have limited or no production history, we are less able to rely on past drilling results in those areas as a basis to predict our future drilling results. In addition, horizontal wells drilled in shale formations, as distinguished from vertical wells, utilize multilateral wells and stacked laterals, which could adversely impact our ability to maximize the efficiency of our horizontal wells related to reservoirs drainage over time. Further, access to adequate gathering systems or pipeline takeaway capacity and the availability of drilling rigs and other services may be more challenging in new or emerging areas, and can be particularly challenging in Argentina, where access to capital is generally more limited compared to other regions. If our drilling results are less than anticipated, or we are unable to execute our drilling program because of capital constraints, access to gathering systems and takeaway capacity or otherwise, and/or natural gas and oil prices decline, our investment in these areas may not be as economic as we anticipate, we could incur material write-downs of unevaluated properties and the value of our undeveloped acreage could decline in the future.
Part of our strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application.
Our operations involve utilizing some of the latest drilling and completion techniques we have developed, along with those developed by our key service providers. Risks that we face while drilling horizontal wells include, but are not limited to, the following (i) landing the wellbore in the desired drilling zone; (ii) staying in the desired landing zone while drilling horizontally through the formation; (iii) running casing the entire length of the wellbore; and (iv) being able to run tools and other equipment consistently through the horizontal wellbore.
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Risks that we face while completing wells include, but are not limited to, the following: (i) the ability to stimulate the planned number of stages; (ii) the ability to run tools the entire length of the wellbore during completion operations; and (iii) the ability to successfully clean out the wellbore after completion of the final hydraulic stimulation stage.
Any problems or failures in our drilling and completion techniques could adversely affect our business, results of operations and financial condition.
Our operations and drilling activity are concentrated in areas of high competition such as the Neuquina Basin in Argentina, which may affect our ability to obtain the personnel, equipment, services, resources and facilities access needed to complete our development activities as planned or result in increased costs; such concentration also makes us vulnerable to risks associated with operating in a limited geographic area.
As of December 31, 2024, most of our producing properties and total estimated proved reserves were geographically concentrated in Vaca Muerta, in the Neuquina Basin, located in Argentina. A substantial portion of our operations and drilling activity are concentrated in areas in such basins where industry activity is high. As a result, demand for personnel, equipment, power, services and resources may increase in the future, as well as the costs for these items. Any delay or inability to secure the personnel, equipment, power, services and resources could result in oil, NGL and gas production being below our forecasted volumes. In addition, any such negative effect on production volumes, or significant increases in costs, could have a material adverse effect on our results of operations, cash flow, profitability.
As a result of this concentration, we may be disproportionately exposed to the impact of delays or interruptions of operations or production in this area caused by external factors such as governmental regulation, state politics, market limitations, water or sand shortages, lack of midstream capacity, or extreme weather-related conditions.
The oil and gas industry is competitive and our ability to achieve our strategic objectives and expand our business depends on our ability to successfully compete in the market and react to competitive forces.
The oil and gas industry is competitive and we compete with the major independent and state-owned oil and gas companies engaged in the E&P sector that possess substantially greater financial and other resources than we do for researching and developing E&P technologies, accessing markets, equipment, midstream capacity, labor and capital required to acquire, develop and operate our properties, as well as political relationships and connections with other stakeholders, which is key, given that our business and assets are subject to political decisions. We also compete for the acquisition of licenses and properties in the countries in which we operate.
Should we choose to bid for exploration or exploitation rights in a hydrocarbon area, or bid for midstream capacity, we would face significant competition from state-owned, private and publicly-traded companies.
As we operate in a very competitive business, our competitors may be able to pay more for productive oil and natural gas properties and exploratory prospects and to evaluate, bid for and purchase a greater number of properties and prospects than our financial or personnel resources permit. Our competitors may also be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer. In addition, there is substantial competition for capital available for investment in the oil and natural gas industry. As a result of each of the foregoing, we may not be able to compete successfully in the future in acquiring prospective reserves, developing reserves, marketing hydrocarbons, attracting and retaining quality personnel or raising additional capital, which could have a material adverse effect on our business, financial condition or results of operations. See ” Item 4—Information on the Company—Business Overview—Customers and Marketing—Competition. ”
We are also affected by competition for drilling rigs and the availability of related equipment, leading to higher drilling costs over the past several years. Higher commodity prices generally increase the demand for drilling rigs, supplies, services, equipment and crews, and can lead to higher costs of oilfield services, or shortages of drilling equipment, services and personnel. Additionally, the Argentine Foreign Exchange Regulations generate
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barriers to entry for international service providers, limiting the supply of oilfield goods and services in Argentina. See “ Item 10 — Additional Information — Exchange Controls .” Accordingly, failure to manage our costs and our operational performance could result in a material adverse effect on our earnings, cash flows and financial condition.
We must achieve certain milestones to protect the exploitation rights in our concessions.
In order to keep our exploitation rights in our concessions, we must achieve certain milestones, including investment commitments related to drilling and production in determined time periods, as stated in the relevant agreements signed with government authorities. Operating and maintenance costs may increase significantly due to adverse local or international market conditions, including local recession, foreign exchange volatility or high financing costs, which could prevent us from meeting our commitments under such agreements on commercially reasonable terms or at all, which may force us to forfeit our interests in such areas.
If we do not succeed in meeting these milestones, renewing our agreements, maintaining our operations in these concessions or securing new ones, our ability to grow our business may be materially affected. See “ Item 5.B Liquidity and Capital Resources—Other Contractual Obligations—Capital Expenditures ” and “Item 5.A Operating Results—Factors Affecting our Results of Operations—Contractual Obligations .”
We may fail to fully identify problems with any properties we acquire, and as such, assets we acquire may prove to be worth less than we paid because of uncertainties in evaluating recoverable reserves and potential liabilities.
We might seek to acquire additional acreage in Vaca Muerta, Argentina, and more broadly in Latin America. Successful acquisitions require an assessment of a number of factors, including estimates of recoverable reserves, exploration potential, future oil and natural gas prices, adequacy of title, operating and capital costs and potential environmental and other liabilities. Although we conduct a review of the properties we acquire which we believe is consistent with industry practices, we can give no assurance that we have identified or will identify all existing or potential problems associated with such properties or that we will be able to mitigate any problems we do identify. Such assessments are inexact, and their accuracy is inherently uncertain. In addition, our review may not permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. We do not inspect every existing well in the properties we acquire. Even when we inspect a well, we do not always discover structural, subsurface, title and environmental problems that may exist or arise. We are generally not entitled to contractual indemnification for preclosing liabilities, including environmental liabilities. We may acquire interests in properties on an “as-is” basis, with limited remedies for breaches of representations and warranties. As a result of these factors, we may not be able to acquire oil and natural gas properties that contain economically recoverable reserves or be able to complete such acquisitions on acceptable terms.
We are exposed to foreign exchange risks related to our operations in Argentina.
Our results of operations are subject to foreign exchange fluctuation of the Argentine Peso against the U.S. Dollar or other currencies, which could adversely affect our business and results of operations. The value of the Argentine Peso has experienced significant fluctuations in the past. The main effect of a depreciation or devaluation of the Argentine Peso against the U.S. Dollar would be on our realized crude oil prices of sales to the domestic market, given that gasoline prices in Argentina are denominated in local currency, so significant changes in exchange rate have historically limited the ability of refiners to pass through such changes to the end-users.
Additionally, given several accounting rules, material changes in the value of the Argentine Peso against the U.S. Dollar may also negatively affect: (i) deferred income tax associated with our fixed assets, (ii) current income tax and (iii) foreign exchange differences associated with our Argentine Peso exposure.
A significant appreciation of the Argentine Peso against the U.S. Dollar or other currencies could increase the cost of expenditures that are contractually denominated and indexed in Argentine Pesos when translated into U.S. Dollars in the Company’s financial statements. This, in turn, could adversely affect the Company’s operating margins and financial performance, including its ability to service financial debt obligations.
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The exchange rate of the Argentine Peso against the U.S. Dollar and other currencies is beyond the Company’s control and is influenced by monetary and economic policies adopted by the Argentine government, as well as by the policies of other countries, particularly those of the United States and other key trading partners of Argentina. The Company cannot predict whether, or to what extent, the Argentine Peso will depreciate or appreciate against the U.S. Dollar or other currencies, nor can it determine the potential impact of such fluctuations on its business and financial condition.
We may be subject to unknown or contingent liabilities related to our recent and future acquisitions.
We occasionally conduct assessments of opportunities to acquire additional oil and gas assets and businesses. Any prospective acquisition could prove to be a substantial undertaking in terms of scale and may introduce new and potentially significant risks, including those related to political, financial, and geographical factors. The success of our acquisition activities is contingent upon our capacity to identify suitable candidates, negotiate acceptable terms of acquisition, and integrate their operations in an effective manner.
Any prospective acquisition would be accompanied by a number of risks, including the potential for a significant decline in oil and gas prices, the risk that oil and natural gas reserves acquired may not be developed as anticipated, the difficulty of assimilating the operation and staff, the possible disruption of our ongoing business, the potential loss of significant key employees, and management’s inability to maximize our financial and strategic position through the successful integration of acquired assets and businesses. Additional challenges may include the maintenance of uniform standards, control, procedures and policies, and the deterioration of relationships with employees, customers, and contractors as a result of any integration of new management personnel.
Moreover, additional capital may be required to finance an acquisition, which could entail debt financing and expose the Company to leverage risk. Any acquisition could impact our liquidity, particularly if we use a portion of available cash to finance the acquisition, and may impact our ability to service financial debt obligations.
There can be no assurance that we will be able to overcome these risks or any other issues related to these acquisitions. Unexpected costs and challenges may arise, and we may experience delays in realizing the benefits of an acquisition. Our capitalization and operational results may undergo significant changes, and we may not have the opportunity to thoroughly assess the economic, financial, and other pertinent information necessary for evaluating future acquisitions. If we cannot effectively manage the integration of acquisitions, it could reduce our focus on subsequent acquisitions and current operations, potentially impacting our financial results, reputation, and business.
In the event of an accident or other occurrence which is not covered by our insurance policies, we may suffer significant losses which may have a material adverse effect on our business and results of operations.
Even though we consider that we have insurance coverage consistent with international standards, there is no assurance concerning the availability or sufficiency of insurance coverage with respect to a particular loss or risk. In the event of an accident or other occurrence in our business which is not covered by insurance under our policies, we may suffer significant losses or be forced to provide compensation in a substantial amount from our own resources, which could have a material adverse effect on our financial condition.
We are not concessionaires or operating partners in all of our joint ventures, as a result must rely on the activities of our operating partners in such joint ventures. Actions taken by the concessionaires and/or operators in these joint ventures could have a material adverse effect on our success.
Both we and our subsidiaries carry out hydrocarbon E&P activities through unincorporated joint ventures entered into through agreements with third parties (joint operations for accounting purposes). In some cases, these joint venture agreements or our joint venture partners, rather than us, hold the rights to the concession or the E&P license contracts. Pursuant to the terms and conditions of such agreements, one of the parties assumes the role of operator, and therefore assumes the responsibility of executing all activities pursuant to the agreement. However, in certain cases, neither we nor our subsidiaries may be able to assume the role of concessionaire and/or operator and, in such cases, we must rely on the measures taken by and the performance of our operating partners. Such actions could adversely affect our financial condition and our operating results. For example, as of December 31, 2024, we were not the operator of the Entre Lomas Neuquén, Acambuco, Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito SE concessions, located in Argentina. In such cases, we would be subject to risks related to the performance of, and the measures taken by, the concessionaire and/or operator to carry out the activities. Such actions could adversely affect our financial condition and operating results. For a more complete description of our non-operated concessions, see “ Item 4—Information on the Company—Business Overview—Argentina—Concessions .”
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We face risks related to certain legal proceedings.
We may be parties to labor, commercial, civil, tax, criminal, environmental and administrative proceedings that, either alone or in combination with other proceedings, could, if resolved in whole or in part adversely to us, result in the imposition of material costs, fines, judgments or other losses. While we believe that we have provisioned such risks appropriately based on the opinions and advice of our external legal advisors and in accordance with applicable accounting rules, certain loss contingencies, particularly those relating to environmental and tax matters, are subject to change as new information develops and it is possible that losses resulting from such risks, if proceedings are decided in whole or in part adversely to us, could significantly exceed any accruals we have provided.
As of December 31, 2024, we employed third-party employees under contract, mostly with large domestic and international service providers. Although we have policies regarding compliance with labor and social security obligations for our contractors, we can provide no assurance that the contractors’ employees will not initiate legal actions against us seeking indemnification based upon a number of Argentine judicial labor court precedents that established that the ultimate beneficiary of employee services is joint and severally liable with the contractor, which is the employee’s formal employer.
In addition, we may be subject to undisclosed liabilities related to labor, commercial, civil, tax, criminal, environmental or other contingencies incurred by businesses we acquire in the future as part of our growth strategy, that we were not or may not be able to identify or that may not be adequately indemnified under our acquisition agreements with the sellers of such businesses, in which case our reputation, business, financial condition and results of operation may be materially and adversely affected.
We are subject to Mexican, Argentine and other nations’ anti-corruption, anti-bribery, anti-money laundering and economic sanctions laws and regulations. Our failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our reputation, business, financial condition and results of operations.
The United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, the laws and regulations implementing the Organization for Economic Co-Operation and Development Anti-Bribery Convention, the Mexican Administrative Responsibilities Law ( Ley General de Responsabilidades Administrativas ), the Argentine Corporate Criminal Liability Law ( Ley de Responsabilidad Penal Empresaria ) and other applicable anti-corruption laws in other relevant jurisdictions prohibit companies and their intermediaries from offering or making improper payments (or giving anything of value) to government officials and/or persons in the private sector for the purpose of influencing them or obtaining or retaining business and require companies to keep accurate books and records and maintain appropriate internal controls.
In particular, the Argentine Corporate Criminal Liability Law establishes the criminal liability of legal entities for offenses against public administration and transnational bribery committed by, among others, their legal counsel, directors, managers, employees or representatives. Under this law, a legal entity may be held liable—and subject to penalties including fines and partial or total suspension of activities—if it is proven that such offenses were committed, directly or indirectly, in its name, on its behalf or for its benefit. Moreover, if the Company obtained or could have obtained a benefit from such offenses, and if they resulted from a failure to implement effective controls, the Company may be held liable.
It may be possible that, in the future, reports may emerge alleging instances of unethical and illegal conduct on the part of former agents, current or former employees or others acting on our behalf or on the part of public officials or other third parties doing or considering business with us. While we will endeavor to monitor such reports and investigate matters which we believe warrant an investigation in keeping with the requirements of our compliance program, and, if necessary or appropriate make disclosure and notify the relevant authorities, any fines, other penalties or adverse publicity that such allegations may attract may have a negative impact on our business and reputation and lead to increased regulatory scrutiny of our business practices.
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If we or people or entities that are or were related to us are responsible for violations of applicable anti-corruption laws (whether due to our own acts or inadvertence, or due to the acts or inadvertence of others) or the Code of Ethics and Conduct, we or other persons or entities related to us could suffer civil, criminal and/or other penalties, which in turn could have a material adverse impact on our future business, financial condition and results of operations. See “ Item 16B—Code of Ethics .”
We rely on key third-party suppliers, vendors and service providers to provide us with parts, components, services and critical resources that we need to operate our business.
Companies operating in the energy industry, specifically the oil and gas sector, commonly rely upon various key third-party suppliers, vendors and service providers to provide them with parts, components, services, drilling rigs, completion sets, midstream capacity and other critical resources, needed to operate and expand their business. If these key suppliers, vendors and service providers fail to deliver, or are delayed in delivering, equipment, service rigs, completion sets, midstream capacity or critical resources, we may not meet our operating targets in the expected time frame, which could have an adverse effect on our business, financial condition, results of operations, cash flows and/or prospects.
Our operations in the industry could be susceptible to the risks of performance, product quality and financial conditions of our key suppliers, vendors and service providers. For instance, their ability to adequately and timely provide us with parts, components, services and drilling rigs, completion sets, midstream capacity and resources critical to our operations may be affected if they are facing financial constraints or times of general financial stress and economic downturn. There can be no assurance that we will not encounter supply disruptions in the future or that we will be able to timely replace such suppliers or service providers that are not able to meet our needs, which might adversely affect a successful execution of our operations, and consequently, our business, financial condition, results of operations, cash flows and/or prospects.
We employ a highly unionized workforce and could be subject to labor actions such as strikes, which could have a material adverse effect on our business.
The sectors in which we operate are highly unionized. We cannot assure you that we or our subsidiaries will not experience labor disruptions or strikes in the future, which could result in a material adverse effect on our business and returns.
In addition, we cannot assure you that we will be able to negotiate new collective bargaining agreements on the same terms, or on terms that are substantially similar, as those currently in force or that we will not be subject to strikes or labor interruptions before or during the negotiation process of said agreements. The collective bargaining agreement for the period April 2024 to March 2025 was signed on June 5, 2024, and amended by the agreement signed on October 30, 2024. In the future, if we are unable to renegotiate the collective bargaining agreement on satisfactory terms or are subject to strikes or labor interruptions, our results of operations, financial condition and the market value of our shares could be materially affected.
Our performance is largely dependent on recruiting and retaining key personnel.
Our current and future performance and business operations depend on the contributions of our Executive Team, and of our first-line managers, our engineers, technical crew and other employees. We rely on our ability to attract, train, motivate, and retain qualified and experienced administrative staff and specialists. No assurance can be given that we will be able to attract and retain personnel for key positions and replacing any of our key employees could prove difficult and time-consuming. The loss of the services and experience of any of our key employees, or our inability to recruit a suitable replacement or additional staff, could have a material adverse effect on our financial condition and operating results.
Risks Related to the Argentine and Mexican Economic and Regulatory Environments
Our business is largely dependent on economic and political conditions in Argentina.
Substantially all our operations and properties are located in Argentina. As a result, our business is largely dependent on the economic and political conditions prevailing in Argentina. Changes in economic, political, and regulatory conditions, as well as measures taken by the Argentine government, can have a significant impact on our operations and financial condition.
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Argentine economic conditions depend on various factors, including: (i) balance of trade and, in particular, the international prices of major exported commodities, (ii) stability and competitiveness of the Argentine Peso against foreign currencies, (iii) competitiveness and efficiency of domestic industries and services, (iv) levels of domestic consumption, investment, and local and international financing, (v) consumer price and wholesale price inflation levels, (vi) changes in economic or fiscal policies implemented by the Argentine government, (vii) labor conflicts and strikes, (viii) the fiscal expenditure by the Argentine government and its ability to maintain fiscal balance, (ix) interest rates and wage and/or price controls, and (x) the level of unemployment, political instability, and social tensions.
Furthermore, the Argentine economy is particularly sensitive to fluctuations in the local political landscape. Legislative elections take place in Argentina every two years, resulting in the partial renewal of both chambers of Congress. The next legislative election is scheduled for October 2025. The outcome of these elections may lead to changes in government policies that could impact our business. We cannot assure whether such changes will occur or estimate their timing or potential effects on our operations and financial condition.
On December 10, 2023, Javier Milei took office as President of Argentina and pledged to implement significant economic reforms. Following his inauguration, the Argentine Executive Branch enacted Decree No. 70/2023, introducing measures aimed at reducing the size of the public administration, cutting public expenses, and deregulating the economy. On June 28, 2024, the Argentine Congress approved the Ley de Bases , which formally declares a state of public emergency in matters of administration, the economy, finance, and energy for one year, granting the Argentine Executive Branch a series of legislative powers. The Ley de Bases also introduced legal, institutional, and tax reforms affecting various sectors of the economy, including amendments to the Argentine Hydrocarbons Law. See “ Item 4—Information on the Company—Industry and Regulatory Overview— Oil and Gas Regulatory Framework in Argentina—Ley de Bases. ”
The amendments to the Argentine Hydrocarbons Law include: (i) building on the self-sufficiency paradigm of the Argentine Hydrocarbons Law to include maximization of economic profits, in order to foster new investments; (ii) the principle of non-intervention in hydrocarbon or refined product prices by the Argentine government; and (iii) the principle of freedom of oil and gas exports. This latter principle is subject to objection by the SdE on technical and economic grounds. In addition, the amendments introduced other changes, including limiting subsequent renewals of concessions, granting more discretionary powers to Provinces in setting royalties, expanding activities to include hydrocarbon processing, and introducing more flexible requirements for obtaining transportation authorizations.
Furthermore, on June 28, 2024, the Lower House of the Argentine Congress provided definitive approval for a fiscal reform (“ Argentine Fiscal Reform ”), successfully reincorporating the chapter on income tax and personal assets, previously rejected by the Argentine Senate. The Argentine Fiscal Reform was enacted and published in the Argentine Official Gazette ( Boletín Oficial de la República Argentina ) on July 8, 2024, effective from that date forward.
It is difficult to predict the social, political, or economic impact of the measures announced and implemented by the Argentine government as of the date of this annual report, as well as any future measures that may be introduced, and the outcome of the ambitious deregulation plan, which the Argentine Executive Branch intends to implement through Decree No. 70/2023, the Ley de Bases , and/or the Argentine Fiscal Reform. These measures could affect our financial situation and the results of our operations.
On August 22, 2024, the Argentine Congress approved a bill aimed at increasing public pensions. Subsequently, on September 12, 2024, the Argentine Congress approved another bill to increase funding for national public universities. However, President Milei vetoed both laws, issuing Decree No. 782/2024 on September 2, 2024, for the public pensions bill, and Decree No. 879/2024 on October 2, 2024, for the university funding bill, citing the failure of both bills to identify the fiscal resources needed to cover the additional expenditures. Since the current administration took office, its limited representation in the Argentine Congress has constrained its ability to promote or block legislation, requiring negotiations with the opposition on various aspects of each bill to secure their support. Concurrently, certain circumstances have led the opposition to unite and advance laws that the administration had
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previously publicly opposed. This political dynamic and the current administration’s lack of majorities in the Argentine Congress could lead to a situation where vetoes by the Executive are frequently used for various projects approved by the Argentine Congress, thereby creating political uncertainty and legal claims, thus affecting predictability and the Argentine investment climate in general. We cannot predict how this situation will evolve and whether it may negatively impact our operations and/or financial conditions.
Additionally, the Argentine economy is vulnerable to adverse events affecting its main trading partners. A continued deterioration of economic conditions in Brazil, Argentina’s main trading partner, and a deterioration of the economies of other important trading partners of Argentina, such as China or the United States, could have a significant adverse impact on Argentina’s trade balance and adversely affect Argentina’s economic growth, and therefore, could negatively impact our financial health and operating results. Furthermore, an increase in tariffs imposed on Argentine exports by Argentina’s most relevant trading partners, such as China, Brazil or the United States, or a significant depreciation of the currencies of our trading partners or competitors may negatively affect Argentina’s competitiveness and trade balance, and, consequently, negatively impact Argentina’s economic and financial condition and the results of our operations. See “ Risks Related to Our Business and Industry—Changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations .”
Also, see “ Item 4—Information on the Company—Industry and Regulatory Overview— Oil and Gas Regulatory Framework in Argentina—Ley de Bases .”
Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to foster economic growth.
Over the past few years, Argentina has experienced financial distress, which has led to an increase in public debt. On January 28, 2022, the Argentine government and the International Monetary Fund (“ IMF ”) reached a consensus on pivotal policies as part of their ongoing discussions within the framework of an IMF-supported financing program. On March 17, 2022, the Argentine government approved an agreement with the IMF for a period of 30 months (“ IMF Agreement ”) to refinance US$44.0 billion of debt incurred between 2018 and 2019 under a stand-by agreement that was originally scheduled to be paid between 2021 and 2023. The IMF Agreement comprises ten quarterly reviews over a two-and-a-half-year period, with the objective of ensuring that the Argentine government complies with the targets set for each review period. Following each review, disbursements are made available. The repayment period for each disbursement is ten years, with a grace period of four and a half years, commencing in 2026 and concluding in 2034. On June 13, 2024, the IMF concluded its eighth review, after which the IMF disbursed approximately US$800 million to the Argentine government to support economic recovery, and rebuild fiscal and external reserves. As of the date of this annual report, the IMF has disbursed a total of over US$41.4 billion to the Argentine government in accordance with the terms of the IMF Agreement. On January 10, 2025, the IMF conducted an ex-post evaluation (“ EPE ”) of Argentina’s exceptional access under the IMF Agreement, which expired at the end of 2024. The EPE report concluded that the program’s design did not fully account for the scale of Argentina’s fiscal and balance of payments challenges, given the country’s complex economic conditions, the post-COVID recovery environment, and difficulties in securing government commitment to the program’s objectives. On March 11, 2025, the Argentine Executive Branch issued Decree No. 179/2025, approving a new 10-year agreement (“ Extended Facilities Program ”) to be entered into with the IMF. The primary purpose of the Extended Facilities Program is to refinance liabilities, including non-transferable treasury bills and the remaining amounts pending amortization under the current IMF Agreement. On March 19, 2025, the lower house of the Argentine Congress ratified Decree No. 179/2025, thereby giving final approval to the Extended Facilities Program. As of the date of this annual report, the Extended Facilities Program has not been executed.
We cannot assure that the Argentine government will meet the targets of the upcoming reviews of the IMF. Moreover, we cannot assure that the IMF’s conditions will not affect Argentina’s ability to implement reforms and public policies and boost economic growth. We also cannot predict the impact of the implementation of the IMF Agreement on Argentina’s (and indirectly our) ability to access the international capital markets.
Despite the restructuring of Argentina’s public debt carried out between 2020 and 2023, international markets remain cautious with regards to Argentina’s debt sustainability and, as a result, country risk indicators remain high. In 2024, Argentina saw a decrease in country risk and an improvement in its sovereign debt rating. However, there can be no assurance that Argentina’s credit ratings will not be downgraded, suspended or cancelled in the future.
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Any downgrade, suspension or cancellation of Argentina’s sovereign debt rating may have an adverse effect on the Argentine economy and our business.
Without renewed access to the financial markets, the Argentine government may not have the financial resources to drive growth. In addition, Argentina’s inability to obtain credit in international markets could have a direct impact on our ability to access those markets to finance our operations and growth, including the financing of capital expenditures, which would adversely affect our financial condition, results of operations and cash flows. In addition, we cannot predict the outcome of any future restructuring of Argentine sovereign debt. We have investments in Argentine sovereign bonds in the amount of US$8.7 million as of December 31, 2024. Any new event of default by the Argentine government could adversely affect their valuation and repayment terms, as well as have a material adverse effect on the Argentine economy and, consequently, our business and results of operations.
Our operations are subject to extensive and evolving regulations in the countries in which we operate.
The oil and gas industry is subject to extensive regulation by federal, state, provincial and local governments in the jurisdictions where we operate. The Argentine and Mexican hydrocarbons industries are highly regulated by federal, provincial, and municipal governments, covering various aspects, including the award of exploration permits and exploitation concession, production and export restrictions, taxation, price controls, domestic market supply obligations and environmental matters. As a result, our business is significantly influenced by regulatory and political conditions prevailing in the countries in which we operate, as described below, and our results of operations may be materially and adversely affected by regulatory and political changes in these countries.
We cannot assure that changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations, will not adversely affect the results of our operations. Similarly, we cannot assure you that future government policies, in the countries where we currently operate or might operate in the future, will not adversely affect the oil and gas industry.
Additionally, we cannot provide assurances that our oil and gas concessions will be extended in the future as a result of the review by the controlling entities regarding the investment plans presented for analysis or that additional requirements to obtain extensions of permits and concessions will not be imposed.
Moreover, we cannot provide assurances that the taxes, royalties and fees that regulate the oil and gas industry will not be increased in the future by municipal, provincial or federal governments, which could adversely affect our results of operations and financial condition, including our ability to service financial debt obligations.
There is also no assurance that regulations or taxes (including royalties) enacted by provincial or municipal governments will not conflict with federal law and regulations, and that such taxes or regulations will not adversely affect our results of operations or financial condition.
The Argentine and Mexican governments retain the authority to design and implement energy policies, which have previously included export restrictions, price controls, production incentives, and preferential policies for state-owned enterprises. In Argentina, the Argentine government has established in the past export restrictions on the free disposition of hydrocarbons and export proceeds, imposed duties on exports, and imposed price agreements among producers and refiners or create fiscal incentive programs to promote increased production. In Mexico, the Mexican government has pursued policies to increase state control over the energy sector, benefiting Pemex and CFE.
Additionally, Pemex is the sole offtaker of our oil and gas production from CS-01, our asset in Mexico. In the past, we have experienced delays in collecting the proceeds from these sales from Pemex. Even if we diligently monitor and manage this issue to ensure timely collection, this problem could continue going forward, and even worsen, which could stress the financial position of our Mexican operations.
Any such controversies, limitations or export restrictions or any other measures imposed by Argentine or Mexican authorities could have a material adverse effect on our future business, financial condition, results of operations, cash flows and/or prospects and as a consequence, the market value of our series A shares or ADSs may decline.
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Measures adopted by the antitrust authority in Mexico could have a material adverse effect on our results and financial condition.
The COFECE is the antitrust authority in Mexico with jurisdiction over a number of sectors of the Mexican economy, including the oil and gas sector, and as such, has jurisdiction over the activities conducted by Vista. The Mexican government has granted COFECE broad powers to investigate and prosecute absolute monopolistic practices (cartel activity), relative monopolistic practices (abuse of dominance) and illegal concentrations, as well as to prevent concentrations which could have anticompetitive effects. Additionally, COFECE can determine the existence of essential facilities and regulate their access and identify barriers to entry and issue recommendations to federal, local and municipal authorities to eliminate such barriers and encourage competition. Therefore, many of our activities may be reviewed by COFECE and, in the case of equity transactions involving certain monetary and ownership thresholds, we may be required to notify COFECE of our intent to enter into such transactions and the consummation of such transactions may be subject to COFECE’s authorization in accordance with applicable Mexican laws. As a result, the closing of pending or future acquisitions of assets or common shares in the Mexican market may be subject to the satisfaction or waiver of customary closing conditions, including, among others, the authorization of COFECE. Completion of such transactions is not assured, and they will be subject to risks and uncertainties, including the risk that the necessary regulatory approvals are not obtained or that other closing conditions are not satisfied. If such transactions are not completed, or if they are otherwise subject to significant delays, it could negatively affect the trading prices of our common shares and our future business and financial results.
Further, COFECE might decide to impose penalties or establish conditions on our business if we are unable to request or receive, or are delayed in requesting or receiving, the aforesaid authorizations and, if these were to materialize, such claims could have a material adverse effect on our results and financial condition. Similarly, it cannot be guaranteed that the authorizations that have not been obtained can be obtained or can be obtained without conditions. Failure to obtain those authorizations, or the conditions to which they may be subject, could have a material adverse effect on our results and financial condition.
Moreover, on December 20, 2024, Mexican President Claudia Sheinbaum published a constitutional reform in the Mexican Federal Official Gazette ( Diario Oficial de la Federaci ó n ), providing for the dissolution of various entities, including COFECE, CRE and CNH. For additional context on the regulatory changes in Mexico concerning CRE and CNH, see “ Item 4— Information on the Company —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Mexico. ” The reform anticipates that COFECE’s current functions will be transferred to a new authority. However, it will take effect 180 days after the Mexican Congress enacts new secondary legislation on economic competition or amends the existing competition law. Until such legislation is enacted, its impact on the oil and gas industry remains uncertain.
Investors may be faced with risks inherent to investing in a company operating in stand-alone and emerging markets, such as Argentina and Mexico, including significant political, legal and economic risks, as well as risks related to fluctuations in the global economy.
According to MSCI Inc, Argentina and Mexico are stand-alone and emerging market economies, respectively. As per the MSCI Global Market Accessibility Review, while nations classified as emerging markets are developing countries with potential growth in their economies, trade relations with other countries, stability of institutional framework, equal rights to foreign investors and low levels of capital flow restrictions, countries classified as stand-alone markets are those that are currently partially or fully closed to foreign investors, with small capital markets and political tensions.
Investing in such markets generally carries inherent risks such as political, social and economic instability that may affect economic results, which may stem from many factors, including but not limited to, the following: high interest rates; abrupt changes in currency values; high levels of inflation; exchange controls; wage and price controls; regulations to import equipment and other necessities relevant for operations; changes in governmental economic, administrative or tax policies; political and social tensions; hostilities or political problems in other countries that could impact international trade, the price of commodities and the global economy.
Volatility in the securities markets in emerging market countries, let alone stand-alone markets such as Argentina, as well as possible further increases in interest rates in the United States and other developed or emerging markets, may have a negative impact on the trading value of our securities and the conditions under which we can access international capital markets. Additionally, in stand-alone markets there is a risk of governmental restrictions that may limit investment, and a higher risk associated with political developments.
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In addition, the SEC, the U.S. Department of Justice and other authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including company directors and officers, in certain stand-alone and emerging markets, including Argentina and Mexico.
Any of these factors, as well as volatility in the capital markets, may adversely affect our business, results of operations, financial condition, the value of our series A shares and ADSs, and our ability to meet our financial obligations.
We could be subject to direct and indirect restrictions on exports under Argentine law.
Although the Argentine Hydrocarbons Law generally grants the right to export hydrocarbons, subject to non-objection by the SdE, and ensures that once export requirements are met, the right to export cannot be revoked (see “ Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Ley de Bases ”), the specific objection process is expected to be further defined through an SdE resolution. Additionally, hydrocarbons exports are allowed only if the volumes are not needed for the domestic market and are sold at reasonable prices. In the past, oil and gas companies have experienced export restrictions, limiting their ability to benefit from higher international prices when they exceed domestic prices in Argentina.
Even though the Ley de Bases approved changes to the Argentine Hydrocarbons Law to reduce restrictions on hydrocarbon exports (see “—Our business is largely dependent on economic and political conditions in Argentina ”), an authorization from the Argentine government is still required to export hydrocarbons until above-mentioned SdE resolution is enacted. In the case of not obtaining oil export permits, our operations could be affected, as well as our revenues and financial results.
Until 2024, exports of crude oil and oil by-products in Argentina required prior registration in the Argentine Registry of Export Operations Agreements ( Registro de Contratos de Operaciones de Exportación ) and authorization by the SdE. The Ley de Bases modified the Argentine Hydrocarbons Law, establishing that producers of crude oil and oil by-products may freely export hydrocarbons and/or their derivatives, absent objection by the SdE. The effective exercise of this right is subject to the regulations issued by the Argentine Executive Branch, which, among other aspects, must consider: (i) the usual requirements related to the access of technically proven resources; and (ii) that the eventual objection of the SdE may only (a) be formulated within 30 days after the SdE acknowledges the export, and (b) must be based on technical or economic reasons related to the security of supply. Once said term has elapsed, the SdE may not raise any objection whatsoever.
On November 28, 2024, the Argentine Executive Branch issued Decree No. 1057/2024 to regulate the Ley de Bases , detailing export procedures and the maintenance of the Argentine Registry of Export Operations Agreements. The decree introduces an objection procedure for hydrocarbon exports, allowing the SdE to object within 30 business days based on technical-economic studies if supply security is affected. Specific grounds for objection include insufficient hydrocarbons, failure to demonstrate projected availability, inaccurate information, and significant changes in domestic market prices.
The principles of equality, reasonableness, proportionality, and non-discrimination must be observed, and the objection procedure is expected to be further detailed by an SdE resolution, replacing previous resolutions. We cannot predict when the SdE will issue such regulation and the nature of its content. See “ Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Ley de Bases. ”
In addition, we cannot predict if restrictions on exports will be reintroduced, or whether future measures will be taken that adversely affect our ability to export and import gas, crude oil, or other products and, consequently, affect our financial condition, results of operations, and cash flows. For additional information, please see “ Item 10—Additional Information— Exchange Controls .”
With respect to natural gas, Argentine Law No. 24,076 (“ Natural Gas Law ”) and the related regulations require that all domestic market needs be considered when authorizing long-term exports of natural gas. In this sense, the SdE may authorize export operations of natural gas surplus provided they are subject to interruption upon local
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supply shortages. In recent years, Argentine authorities have adopted certain measures which resulted in restrictions on the exports of natural gas from Argentina. Because of these restrictions, oil and gas companies have been forced to sell part of their natural gas production in the local market that was originally intended for the export market and have been unable in certain cases to comply wholly or partially with their export commitments.
Current Argentine exchange controls and the implementation of further exchange controls could adversely affect our results of operations.
The Argentine government and the BCRA have implemented certain measures that control and restrict the ability of companies and individuals to access the foreign exchange market. Those measures include, among others: (i) restricting access to the Argentine foreign exchange market for the purchase or transfer of foreign currency abroad for any purpose, including the payment of dividends to interested non-residents; (ii) restricting the acquisition of any foreign currency to be held as cash in Argentina; (iii) requiring exporters to repatriate and convert all export proceeds from goods and services into Argentine Pesos through the foreign exchange market; (iv) limiting the transfer of securities into and from Argentina; (v) implementing taxes on certain transactions involving the acquisition of foreign currency; and (vi) restricting access (including, but not limited to, in connection with the term for making such payments) to the currency exchange market to pay for imports of goods and services. In the past, the BCRA established certain additional restrictions such establishing certain mandatory refinancing on U.S. Dollar-denominated debt.
Even though President Milei announced exchange controls would be lifted by year-end 2025, a detailed plan and the timing of such event have not been disclosed, and there can be no assurance that the BCRA will lift exchange controls in the near future, make modifications to these regulations, or even reimpose past restrictions or impose mandatory refinancing plans related to our indebtedness payable in foreign currency, establish more severe restrictions on currency exchange, or maintain the current Argentine Foreign Exchange Regulations or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to service our outstanding liabilities denominated in currencies other than the Argentine Peso, all of which could affect our ability to comply with our financial obligations when due, raise capital, refinance our debt at maturity, obtain financing, execute our capital expenditure plans, import goods and services, which are needed for the execution of projects in the upstream and midstream sectors of the oil and gas industry and/or undermine our ability to pay interest and principal payments on the Notes.
Given the unpredictable nature of political and economic developments, there can be no assurance that more restrictive exchange controls and transfer restrictions than those currently in effect will not be imposed. In the event of a crisis or a period of political, economic and social instability in Argentina resulting in a material economic contraction, there is a risk that the current government may adopt radical changes to its economic, exchange and financial policies. Such measures may be implemented to preserve the balance of payments, protect the foreign exchange reserves of the BCRA, prevent capital flight, or address a significant depreciation of the Argentine Peso. These measures could include, among others, the mandatory conversion of U.S. Dollar-denominated obligations of Argentine resident legal entities into Argentine Pesos. The imposition of such restrictions, combined with external factors beyond the Company’s control, could materially impact the Company’s ability to make payments in foreign currency.
The extension of current exchange controls, or the implementation of stricter capital controls, could have an adverse impact on the Argentine government’s public finances, which could in turn have a detrimental effect on the Argentine economy and consequently on our business, operating results, and financial condition, including our ability to service financial debt obligations. For additional information, please see “ Item 10—Additional Information— Exchange Controls .”
In addition, we cannot assure you that the Mexican government may not impose exchange controls or other confiscatory measures in the future.
The imposition of export duties and other taxes have adversely affected the oil and gas industry in Argentina and could adversely affect our results in the future.
In the past, the Argentine government has imposed duties on exports, including exports of oil and liquid petroleum gas products ( e.g., among others, by means of the Solidarity Law and Decree No. 488/2020). Under the current regulation, export duties on crude hydrocarbons and/or natural gas are capped at 8%, when Brent crude oil price is above US$60/bbl. For Brent crude oil price below US$45/bbl the tax rate is 0%. Between US$45/bbl and US$60/bbl, the tax rate is linear between 0% and 8%.
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An increase in export duties and taxes may have a material adverse effect on Argentina’s oil and gas industry and our results of operations. We produce exportable goods and an increase in export taxes would result in a reduction in our realization prices, our margins and our net income. We cannot guarantee the impact of those or any other future taxes and measures that might be adopted by the Argentine government on demand and prices for hydrocarbon products and, consequently, our financial condition and result of operations.
The impact of inflation in Argentina on our costs could have a material adverse effect on our results of operations.
Historically, inflation has materially undermined the Argentine economy and the Argentine government’s ability to create conditions that foster growth. In recent years, Argentina has experienced high inflation rates. The consumer price index published by the INDEC ( Índice de Precios al Consumidor ) (“ CPI ”) variation for the period from January 1, 2024 to December 31, 2024 was 117.8%.
In the past, loose monetary policy and persistent fiscal deficits have contributed to high levels of inflation. In response, prior Argentine governments have implemented various measures to monitor and control the prices of key goods and services. The current administration, under President Milei, has shifted the macroeconomic policy framework to prioritize the elimination of the fiscal deficit and a substantial reduction in monetary issuance. As a result, CPI growth has subsided, with a month-on-month increase of 2.2% in January 2025 and 2.4% in February 2024, equivalent to an annualized rate of approximately 32.9%. Notwithstanding this progress, if the value of the Argentine Peso is not fully stabilized through consistent fiscal and monetary policies, inflationary pressures may reemerge.
High inflation rates affect the competitiveness of Argentina’s goods and services in the international markets, negatively impact employment, consumption and the level of economic activity and undermines confidence in Argentina’s banking system, which could further limit the availability of and access to domestic and international credit by local companies and political stability. Inflation remains a challenge for Argentina given its persistent nature. Argentina’s structural inflationary imbalances remain critical, which may cause the current levels of inflation to continue and have an adverse effect on Argentina’s economy and financial condition. Inflation can also lead to an increase in Argentina’s debt.
Inflation in Argentina has contributed to a material increase in our operating costs and new well costs over the past years, as part of the goods and services involved in such activities are denominated in Argentine Pesos, which leads to increases in unit costs measured in U.S. Dollars during periods when the Argentine Peso inflation rate is greater than the depreciation of the Argentine Peso against the U.S. Dollar.
Inflation rates could escalate in the future, and there is uncertainty regarding the effects that the measures adopted, or that may be adopted in the future, by the Argentine government to control inflation may have. See “—Government intervention may adversely affect the Argentine economy and, as a result, our business and results of operations in Argentina ” below. Increased inflation could adversely affect the Argentine economy, our cost structure, financial condition, our business, and the market price of our series A shares and the ADSs.
Significant fluctuations in the value of the Argentine Peso could adversely affect the Argentine economy and our business and results of operations in Argentina.
The ability of the Argentine government to stabilize and maintain a stable foreign exchange market is uncertain. Fluctuations, or a continued depreciation, in the value of the Argentine Peso may adversely affect the Argentine economy, our financial condition and results of operations. While most of our revenues are denominated in U.S. Dollars, E&P players could be limited by the ability of refiners to pass through crude oil prices to the pump prices, which are denominated in local currency, in the event of significant increases in the Argentine Peso to U.S. Dollar exchange rate. A material depreciation of the Argentine Peso against the U.S. Dollar could negatively affect our average realized oil prices and financial performance, including our ability to service financial debt obligations, as well as the value of our ADSs.
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Furthermore, an appreciation of the Argentine Peso in real terms affects the competitiveness of the economy, including the oil and gas sector, as it makes goods and services denominated in local currency more expensive in relative terms. This could increase our operating and capital expenditures, and negatively affect our financial performance. A significant appreciation in real terms of the Argentine Peso against the U.S. Dollar also presents risks for the Argentine economy, including the possibility of a reduction in exports (as a consequence of the loss of external competitiveness). Such appreciation could also have a negative effect on the growth of the economy and employment and reduce tax collection in real terms.
Our properties may be subject to expropriation by the Mexican and Argentine governments for public interest reasons.
Our assets, which are mainly located in Argentina and, to a lesser extent, in Mexico, may be subject to expropriation by the Argentine and Mexican governments (or the government of any political subdivision thereof), respectively. We are engaged in the business of oil extraction and, as such, our business or our assets may be considered by the Argentine or Mexican governments, or the governments of other countries where we might invest in the future, to be a public service or essential for the provision of a public service. Therefore, our business is subject to political uncertainties, including expropriation or nationalization of our business or assets, loss of concessions, renegotiation or annulment of existing contracts, and other similar risks.
In such an event, we may be entitled to receive compensation for the transfer of our assets under applicable law. However, the price received may not be sufficient, and we may need to take legal actions to claim appropriate compensation. Our business, financial condition and results of our operations could be adversely affected by the occurrence of any of these events.
We cannot assure that any acts of expropriation by the Argentine or Mexican governments, changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations will not have a material adverse effect on our operation and business, or the Argentine or Mexican economies in general and, as a result, adversely affect our financial condition, our results of operations.
Government intervention may adversely affect the Argentine economy and, as a result, our business and results of operations in Argentina.
In the past, the Argentine government has intervened directly in the economy through expropriation, nationalization, price controls and exchange controls, among others.
Historically, the Argentine government has adopted measures to directly or indirectly control the access of private companies and individuals to foreign trade and foreign exchange markets, such as restricting its free access and imposing the obligation to repatriate and sell in the foreign exchange market all foreign currency revenues obtained from exports. These regulations prevent and limit us from offsetting the risk derived from our exposure to the U.S. Dollar. Our business and operations in Argentina may also be adversely affected by measures adopted by the Argentine government to address inflation and promote sustainable macroeconomic growth.
A low economic growth rate and high inflation scenario could occur in the future as a result of the accumulation of macroeconomic imbalances in recent years, the Argentine government’s regulatory actions and difficult international economic conditions. We cannot give any assurance that the policies implemented by the Argentine government will not adversely affect our business, results of operations, financial condition, value of our securities and ability to meet our financial obligations.
Argentina’s economy is highly sensitive to local political developments, which in the past have had an adverse impact on the level of investment. Future developments may adversely affect Argentine economy and, in turn, our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations.
In the future, the Argentine government may impose further exchange controls and restrictions on transfers abroad, restrictions on the movement of capital or take other measures in response to capital flight or a significant depreciation of the Argentine Peso, which could limit our ability to access the international capital markets. Such measures could lead to political and social tensions and undermine the Argentine government’s public finances, as has occurred in the past, which could have an adverse effect on economic activity in Argentina and, consequently, adversely affect our business and results of operations and cause the market value of our series A shares or ADSs to decline.
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Oil and gas exploitation concessions, exploration permits and production and exploration contracts in Argentina and Mexico are subject to certain conditions and may be revoked or not renewed.
Argentina
The Argentine Hydrocarbons Law is the main regulatory framework of the hydrocarbons industry, as it created a system of exploration permits and production concessions awarded by the state (federal or provincial, depending on the location of the resources), through which companies hold exclusive rights to explore, develop, exploit and take title of the production at the wellhead, in exchange for a royalty payment and adherence to the general taxation regime.
The Argentine Hydrocarbons Law, as amended, establishes that oil and gas exploitation concessions will have the following durations: (i) 25 years for conventional exploitation concessions, (ii) 35 years for unconventional exploitation concessions, and (iii) 30 years for offshore concessions, in each case, from the date of the resolution granting them.
Pursuant to the modifications introduced by Article 115 of the Ley de Bases , in new concessions, the federal or provincial executive branch, as appropriate, at the time of defining the terms and conditions, may determine other terms of up to a maximum of 10 additional years to those mentioned above, provided that such decision by the the federal or provincial executive branch, as appropriate, its well-founded and motivated. In no case may the terms be set in perpetuity. Concessions granted prior to the enactment of the Ley de Bases will continue to be governed by the terms established by the legal framework existing at the date of their approval.
No assurance can be given that our concessions will be renewed in the future by the competent authorities based on the investment plans submitted to that effect, or that such authorities will not impose additional requirements for the renewal of such concessions or permits. Additionally, five of our concessions are unconventional concessions and therefore were granted for a 35-year period and with royalties of 12%, under the terms prescribed by Law No. 27,007. We cannot assure you that any future legislation the Argentine government may enact from time to time may not affect such concessions.
Exploration permits and exploitation concessions provide a vested right that cannot be terminated without legal indemnification. Nonetheless, relevant provincial enforcement authorities are entitled to revoke these licenses in the event of a breach of the permit or concession conditions by the licensee (Section 80 of Law No. 17,319). Licensees can also partially or totally relinquish, at any time, the acreage of a permit or concession. If an exploration permit is relinquished, the licensee will be bound to pay any investment amounts committed and not fulfilled (Sections 20 and 81 of the Argentine Hydrocarbons Law).
The Ley de Bases introduced amendments to the Argentine Hydrocarbons Law, with respect to oil and gas concessions. Among the main points modified by the Ley de Bases , it is provided that the request for subdivision of the area for the conversion of conventional to unconventional concession will only be available until December 31, 2028, and its term will only be 35 years, without extensions.
It is not possible to ensure what effects these amendments to the Argentine Hydrocarbons Law will have on the concessions granted to companies in Argentina (including our concessions) nor when we will be able to see the effects of these modifications. Therefore, we cannot predict what effects the Ley de Bases will have on our concessions, and consequently, on our operational performance and, therefore, our financial condition, operating results, and cash flows.
In addition, no assurance can be given that our exploitation concessions will be renewed in the future by the relevant provincial authorities based on the investment’s plans submitted to that effect, or that such authority will not impose additional requirements for the renewal of such concessions. Moreover, under the current regulatory framework, the granting authority retains the possibility of revoking concessions if certain conditions are met.
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Mexico
Our E&P license contract is valid for 30 years and may be renewed for up to two additional periods of up to five years each, subject to the terms and conditions set out in the contract. The power and authority to extend the term of existing and future contracts lies with the SENER. Under the existing contracts, for an E&P license contract to be eligible for an extension, the developer must (i) be in compliance with the terms of such contracts, (ii) submit an amendment proposal to the development plan and (iii) commit to maintain ‘sustained regular production’ throughout each extension.
No assurance can be given that our contracts will be renewed in the future by the SENER (or any substitute authority thereto) based on the investment plans submitted to that effect, that such authority will not impose additional requirements for the renewal of such contract, or that we will continue to have a good business relationship with the new and future administrations.
For additional context on the regulatory changes in Mexico concerning the CNH, see “ Item 4—Information on the Company—Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Mexico. ”
A global or regional financial crisis and unfavorable credit and market conditions may negatively affect our liquidity, customers, business, and results of operations.
The effects of a global or regional financial crisis and related turmoil in the global financial system may have a negative impact on our business, financial condition and results of operations.
The effects of a global economic crisis on our customers and on us cannot be predicted. Weak global and local economic conditions could lead to reduced demand or lower prices for energy, hydrocarbons and related oil products and petrochemicals, which could have a negative effect on our revenues. Economic factors such as unemployment, inflation and the unavailability of credit could also have a material adverse effect on the demand for energy and, therefore, on our business financial condition and results of operations. The financial and economic situation in Argentina, Mexico or in other countries in Latin America, may also have a negative impact on us and third parties with whom we do, or may do, business. See “—The Argentine economy can be adversely affected by economic developments in the global financial markets, and by more general contagion effects from other financial markets, which could have a material adverse effect on Argentina’s economic growth. ”
The Argentine economy can be adversely affected by economic developments in the global financial markets, and by more general contagion effects from other financial markets, which could have a material adverse effect on Argentina’s economic growth.
Financial and securities markets in Argentina and the Argentine economy are influenced by the effects of global or regional financial crises and market conditions in other markets worldwide. Global economic instability such as uncertainty about global trade policies, sharp drops or increases in commodities prices, the deterioration of economic conditions in Brazil (Argentina’s main trading partner) and of the economies of other major trading partners of Argentina, such as China or the United States, the withdrawal of the United Kingdom from the European Union ( Brexit ), geopolitical tensions between the United States and a number of foreign countries, the ongoing conflict between Russia and Ukraine, and more recently between Israel, Iran and Hamas, and China and Taiwan, decisions by the OPEC and other non-OPEC oil-producing nations with respect to oil production quotas, idiosyncratic, political and social discords, terrorist attacks, sovereign debt downgrades, a pandemic disease, could impact the Argentine economy and jeopardize Argentina’s ability to correct its existing macro imbalances, among others. Although economic conditions vary from country to country, investors’ reactions to events occurring in one country sometimes demonstrate a contagion effect in which an entire region or class of investment is disfavored by international investors.
Consequently, there can be no assurance that the Argentine economy and securities markets will not be adversely impacted by events affecting the world, a particular region, developed economies, emerging markets or any of Argentina’s major trading partners, which could in turn adversely affect our business, financial condition and results of operations, and the market value of our ADSs. Furthermore, a significant devaluation of the currencies of our trading partners or trade competitors may adversely affect the competitiveness of Argentina and, consequently, adversely affect Argentina’s economy and our financial condition and results of operations, including our ability to service financial debt obligations.
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Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition and, consequently, our business.
A lack of a solid and transparent institutional framework for contracts with the Argentine government and its agencies and corruption allegations have affected and continue to affect Argentina. In Transparency International’s 2023 Corruption Perceptions Index survey of 180 countries, Argentina was ranked 98 th (with one being the least corrupt country and 180 being the most corrupt country), a deterioration compared to the previous survey in 2022.
As of the date of this annual report, there are various ongoing investigations into allegations of money laundering and corruption being conducted by the Argentine Public Prosecutor ( Ministerio Público Argentino ). Companies involved in the investigations may be subject to, among other consequences, a decrease in their credit ratings, claims filed by their investors, and may further experience restrictions in their access to financing through the capital markets, together with a decrease in their income. The potential outcome of these and other ongoing corruption-related investigations is uncertain, but they have already had an adverse impact on the image and reputation of those companies that have been implicated, as well as on the general market perception of the economy, political environment and the capital markets in Argentina. We have no control over and cannot predict the outcome of any such investigations or allegations nor their effect on the Argentine political and economic instability, nor the can we predict the adverse effect on our commercial activities and results of operations.
Recognizing that failing to address these issues could increase the risk of political instability, distort decision-making processes, and negatively affect Argentina’s international reputation and its ability to attract foreign investment, the Argentine government has announced several measures aimed at strengthening Argentine institutions and reducing corruption. These measures include reducing criminal sentences in exchange for cooperation with the government in corruption investigations, greater access to public information, the restitution to the state of assets from corrupt officials, increasing the powers of the Anti-Corruption Office, presenting a draft of a new public ethics law, among others. The Argentine government’s ability to implement these initiatives is uncertain, as it would be subject to independent judicial review, as well as legislative support from opposition parties.
Recognizing that the failure to address these issues could increase the risk of political instability, distort decision-making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment. In turn, this could impact our ability to attract new investors to our Company, which could affect our financial condition and the market value of our ADSs.
The Argentine government owns the hydrocarbons reserves located in the subsoil in Argentina.
The Argentine Hydrocarbons Law provides that liquid and gaseous hydrocarbon deposits located in the territory of the Argentina and in its continental shelf belong to the Argentine government, either at the federal or provincial level, depending on the location of such deposits. See “ Item 4—Information on the Company—Property, Plant and Equipment. ” However, the E&P of oil and natural gas are conducted through exploration permits and exploitation concessions granted by the federal or provincial government, as applicable, to public and private companies. Access to crude oil and natural gas reserves is essential to an oil and gas company’s sustained production and generation of income, and our ability to generate income would be materially and adversely affected if the Argentine government were to restrict or prevent us from exploring or extracting any of the crude oil and natural gas reserves that it has assigned to us or if we are unable to compete effectively with other oil and gas companies in future bidding rounds for additional E&P rights in Argentina. See “ Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina .”
Economic conditions and government policies in Mexico and elsewhere may have a material impact on our operations.
A deterioration in Mexico’s economic condition, social instability, political unrest, changes in governmental policies, or other adverse social developments in Mexico could adversely affect our business and financial condition. Those events, including changes in energy policy and regulation, could also lead to increased volatility in the foreign exchange and financial markets, thereby affecting our ability to obtain financing. Additionally, the Mexican government has announced several budget cuts in the past in response to declines in international crude oil prices. Any new budget cuts could adversely affect the Mexican economy and, consequently, our business, financial condition, operating results and prospects.
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In the past, Mexico has experienced several periods of slow or negative economic growth, high inflation, high interest rates, currency devaluation and other economic problems. These problems may worsen or reemerge, as applicable, in the future and could adversely affect our business. A worsening of international financial or economic conditions, such as a slowdown in growth or even a recession in Mexico’s trading partners, including the United States, or the emergence of a new financial crisis, could have adverse effects on the Mexican economy, our financial condition and our ability to service our debt.
Also, the Mexican government has had significant influence in the Mexican economy in the past and will likely continue to do so. Changes in the legal framework and policies may adversely affect our business and the value of our securities.
Criminal activity in Mexico could affect our operations.
In recent years, Mexico has experienced a period of increasing criminal activity, primarily due to the activities of drug cartels and related criminal organizations. In addition, the development of the illicit market in fuels in Mexico has led to increases in theft and illegal trade in the fuels that we produce. In response, the Mexican government has implemented various security measures and has strengthened its military and police forces. Despite these efforts, criminal activity continues to exist in Mexico, and could worsen in 2024, if criminal groups seek to take advantage of the upcoming elections to expand their control over the local governments and markets. These activities, their possible escalation and the violence associated with them, in an extreme case, may have a negative impact on our financial condition and results of operations.
Economic and political developments in Mexico may adversely affect Mexican economic policy and, in turn, our operations.
As of the date of this annual report, Movimiento de Regenaracion Nacional ( Morena ), the political party of Mexican President Claudia Sheinbaum, holds a majority of seats in the Mexican House of Representatives ( Cámara de Diputados ) and holds the largest number of seats in the Mexican Senate ( Senado de la República ) relative to any other party. In recent years, the Mexican Executive Branch and Congress have applied significant pressure on the Judicial Branch, particularly on Mexico’s Supreme Court of Justice. This concentration of power, along with any political or economic changes resulting from these developments, could have a negative impact on our business, financial position, or operating results.
On September 15, 2024, a constitutional reform was enacted in Mexico, introducing significant changes to the judicial system, including the popular election of judges, magistrates, and Supreme Court justices. The Mexican Judicial Reform (as defined below) has led to nationwide judicial strikes, disrupting judicial proceedings and potentially causing delays in litigation and contract enforcement. These developments create regulatory uncertainty that may impact our business operations and legal protections in Mexico. For additional context on the regulatory changes in Mexico, see “ Item 4—Information on the Company—Industry and Regulatory Overview — Mexico ’ s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Mexico. ”
Economic conditions in Mexico are closely linked to the economic conditions in the United States due to the countries’ geographic proximity and the high degree of economic activity between the two countries generally, including the trade facilitated by the North American Free Trade Agreement ( NAFTA ). As a result, political and economic developments in the United States, including but not limited to the recent developments regarding tariffs imposed by the United States on imports from Mexico, can also have an impact on the exchange rate between the U.S. Dollar and the Mexican Peso, economic conditions in Mexico and the global capital markets.
The administration of U.S. President Donald Trump has introduced significant changes in trade policies, including the imposition of new tariffs on imports from Canada, Mexico, and China, with additional measures under consideration. For more information on changes in U.S. trade and oder policies, and their impact, see “ Risks Related to Our Business and Industry — Changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations. ” These tariffs, along with potential retaliatory actions by these and other countries, could disrupt global trade flows, and increase operational costs for companies reliant on international supply chains.
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Additionally, on January 20, 2025, President Trump issued an executive order directing the U.S. Secretary of State to recommend the designation of certain international cartels and transnational criminal organizations as FTOs and SDGTs. The U.S. Department of Justice subsequently issued memoranda prioritizing enforcement actions against cartels and transnational criminal organizations, including those operating in Mexico. These designations may impose additional compliance and operational challenges for companies, like ours, with activities in Mexico.
Other events and changes, and any political and economic instability in Mexico, could have a material adverse effect on the country’s economy. The extent of such an impact cannot be accurately predicted. We cannot provide any assurances that political developments in Mexico will not adversely affect the Mexican economy or the oil and gas industry and, in turn, our business.
The Mexican nation owns the hydrocarbons reserves located in the subsoil in Mexico.
The Mexican Constitution provides that the Mexican nation, and not us, owns all petroleum and other hydrocarbon reserves located in the subsoil in Mexico. Article 27 of the Mexican Constitution provides that the Mexican government will carry out E&P activities through contracts with third parties or allocations awarded to State Public Enterprises ( empresas públicas del Estado ). The Mexican Hydrocarbons Law, under which the license agreement for the block CS-01 was executed and is governed, allowed us and other oil and gas companies to explore and extract the petroleum and other hydrocarbons reserves located in Mexico, subject to the entry into agreements pursuant to a competitive bidding process. After the repeal of the Mexican Hydrocarbons Law, the Mexican Hydrocarbons Sector Law stipulates that the SENER may exceptionally enter into agreements for the exploration and extraction of petroleum and other hydrocarbons, subject to a competitive bidding process. Access to crude oil and natural gas reserves is essential to an oil and gas company’s sustained production and generation of income, and our ability to generate income would be materially and adversely affected if the Mexican government were to restrict or prevent us from exploring or extracting any of the crude oil and natural gas reserves that it has assigned to us or if we are unable to compete effectively with other oil and gas companies in future bidding rounds for additional E&P rights in Mexico.
For additional context on the regulatory changes in Mexico, see “ Item 4—Information on the Company—Industry and Regulatory Overview— Mexico’s Oil and Gas Industry Overview —Oil and Gas Regulatory Framework in Mexico .”
Health crises such as the COVID-19 pandemic could have a significant adverse effect on our business operations.
The COVID-19 pandemic had a significant adverse impact on the global economy and our Company. The COVID-19 pandemic resulted in the imposition of local, municipal and national governmental “ shelter-in-place ” and other quarantine measures, border closures and other travel restrictions, closure of non-essential businesses, suspension of visas, nation-wide lockdowns, closing of public and private institutions, extension of holidays, among many others, causing unprecedented commercial disruption in a number of jurisdictions, including Mexico and Argentina.
During 2020, the Company’s revenues and financial condition were severely hit due to the reduced demand for oil and gas, and the collapse in oil and gas prices, driven by the COVID-19 pandemic. Due to these issues, we decided to stop all drilling and completion activities, both in Argentina and Mexico, which negatively impacted our production by delaying development projects.
Although the negative effects of the COVID-19 pandemic on us and the global economy have subsided, we cannot predict or estimate the ultimate negative impact that a resurgence of COVID-19 or another pandemic would have on our results of operations and financial condition, since it will depend on future developments outside of our control, including the intensity and duration of the pandemic, as well as measures taken to contain the pandemic or mitigate its economic impact by the Argentine or Mexican governments.
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We are subject to risks related to a certain joint and several tax liability provision in Mexico, by means of which Vista could be held as jointly and severally liable in connection with any income tax amounts arising from the transfer of its shares between foreign residents without a permanent establishment in Mexico, if such transactions are not reported to the Mexican tax authorities.
The Mexican government approved and published a tax provision in the Mexican Federal Official Gazette whereby from January 1, 2022, Mexican resident companies may be joint and severally liable for the taxes triggered by non-Mexican tax residents on the sale or disposition, to another non-Mexican tax resident party, of their shares or securities representing property of assets, issued by such companies, if the relevant Mexican resident company fails to provide certain information in respect of certain dispositions or sales to the Mexican tax authorities and the non-Mexican seller fails to comply with the obligation to pay the relevant tax. Given the mechanisms and procedures inherent to stock exchanges, including the volume of trading in the NYSE, Mexican companies, including us, have practical challenges in identifying and tracking the sale or disposition of the ADSs held by our investors, irrespective of them being Mexican or non-Mexican tax resident. Therefore, if the non-Mexican resident fails to pay taxes triggered on the sale and we fail to comply with the abovementioned information obligation, the tax authorities may assess joint and several liability on the Company for any unpaid taxes derived from the disposition or sale of the ADSs conducted by non-Mexican residents to another non-Mexican resident where certain requirements set forth in the Mexican Tax Law and its regulations are not complied with for such sale or disposition of ADSs to be exempt in Mexico. This potential assessment could have an adverse effect on our business, equivalent to the joint and several liability of the unpaid taxes.
However, Vista has appealed the tax provision through an amparo proceeding, seeking an exemption from the obligation to provide the relevant information and, as a result, to avoid being subject to joint and several tax liability. Vista obtained a favorable final decision from a Collegiate Court ( Tribunal Colegiado ) pursuant to binding precedent from the Second Chamber of the Mexican Supreme Court of Justice established in docket A.R. 528/2022. As a result, Vista is now only required to submit the notice concerning the share ownership of the parties referred to in Section 49 Bis 2 of the Circular Única de Emisoras and is not obligated to report share transfers carried out between non-residents.
Risks Related to our series A shares and the ADSs
The series A shares and ADSs are traded in more than one market, and this may result in price variations; in addition, investors may not be able to easily move securities for trading between such markets.
As of the date of this annual report, our series A shares are listed and traded on the Mexican Stock Exchange and ADSs are listed on the NYSE. Markets for our series A shares or for the ADSs may not have liquidity and the price at which the series A shares or the ADSs may be sold is uncertain.
Trading in the ADSs or our series A shares on these markets takes place in different currencies (U.S. Dollars on the NYSE and Mexican Pesos on the Mexican Stock Exchange), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Mexico). The trading prices of the securities on these two markets may differ due to these and other factors. Any decrease in the price of our series A shares on the Mexican Stock Exchange could cause a decrease in the trading price of the ADSs on the NYSE. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying series A shares for trading on the other market without effecting necessary procedures with the Depositary. This could result in time delays and additional cost for holders of the ADSs.
The trading prices for the series A shares and the ADSs may fluctuate significantly.
Volatility in the market price of our series A shares and the ADSs may prevent investors from selling their securities at or above the price that they paid for them. The market price and market liquidity of our series A shares and the ADSs may be adversely affected by several factors, including, but not limited to, the extent of investor interest in us, the attractiveness of our series A shares and the ADSs in comparison to other equity securities (for instance, shares issued by a company with larger operating history in our own industry), our financial performance
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and general market conditions. Certain additional factors that could negatively affect, or result in fluctuations in, the price of our series A shares and the ADSs include actual or anticipated variations in our operating results; potential differences between our actual financial and operating results and those expected by investors; investors’ perceptions of our prospects and the prospects of our sector; new laws or regulations or new interpretations of laws and regulations, including tax guidelines, applicable to the energy sector, our series A shares and/or the ADSs; general economic trends and risks in the United States, Latin American or global economies or financial markets, including those resulting from pandemics, war, incidents of terrorism or responses to such events; changes in our operations or earnings estimates or publication of research reports about us or the Latin American energy industry; market conditions affecting the Latin American economy generally or borrowers in Latin America specifically; significant volatility in the market price and trading volume of securities of companies in the energy sector, which are not necessarily related to the operating performance of these companies; additions to or departures from our Executive Team; completing (or failing to complete) additional acquisitions or executing additional concession agreements; speculation in the press or investment community; changes in the credit ratings or outlook assigned to Latin American countries, particularly Mexico and Argentina, and entities of the energy sector; political conditions or events in Argentina, Mexico, the United States and other countries; and enactment of legislation or other regulatory developments that adversely affect us or our industry.
The stock markets in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies involved. We cannot assure you that trading prices and valuations will be sustained. These broad market and industry factors may materially adversely affect the market price of our series A shares and the ADSs, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions in the markets in which we operate, such as recession or currency exchange rate fluctuations, may also adversely affect the market price of our series A shares and ADSs. Following periods of volatility in the market price of a company’s securities, that company may often be subject to securities class-action litigation. This kind of litigation may result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial condition.
The relatively low liquidity and high volatility of the Mexican securities market may cause trading prices and volumes of our series A shares and the ADSs to fluctuate significantly.
The Mexican Stock Exchange is one of Latin America’s largest exchanges in terms of aggregate market capitalization of the companies listed therein, but it remains relatively illiquid and volatile compared to other major foreign stock markets. Although the public participates in the trading of securities on the Mexican Stock Exchange, a substantial portion of trading activity on the Mexican Stock Exchange is conducted by or on behalf of large institutional investors. The trading volume for securities issued by emerging market companies, such as Mexican companies, tends to be lower than the trading volume of securities issued by companies in more developed countries. These market characteristics may limit the ability of a holder of our series A shares and may also adversely affect the market price of the series A shares and, as a result, the market price of the ADSs.
If securities or industry analysts do not publish research reports about our business, or publish negative reports about our business, the price and trading volume of our series A shares and the ADS could decline.
The trading market for our series A shares and the ADSs may be impacted in part on the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. If no securities or industry analysts covers us, the trading price for our series A shares and the ADSs may be negatively impacted. If one or more of the analysts who covers us downgrades us or releases negative publicity about our series A shares and ADSs, our share price would likely decline. If one or more of these analysts ceases to cover us or fails to regularly publish reports on us, interest in our series A shares and the ADSs may decrease, which may cause our share price or trading volume to decline.
As a foreign private issuer, we have different disclosure and other requirements than U.S. domestic registrants.
As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S. registrants. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue
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quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we have relied, and intend to keep relying, on exemptions from certain U.S. rules which permit us to follow Mexican legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.
Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure under the Securities Act, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to file reports on Form 6-K disclosing the information which we have made or are required to make public pursuant to Mexican law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.
We cannot predict if investors will find our series A shares or the ADSs less attractive because we rely on these exemptions. If some investors find our series A shares and the ADSs less attractive as a result, there may be a less active trading market for our series A shares and the ADSs and our share price may be more volatile.
ADS holders may be subject to additional risks related to holding ADSs rather than series A shares.
Because ADS holders do not hold their series A shares directly, they are subject to additional risks, including as an ADS holder, you may not be able to exercise shareholder rights; distributions on the series A shares represented by your ADSs are paid in Mexican Pesos to a custodian through S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V. (“ Indeval ”) and before such custodian transfers any such distributions to the depositary for your benefit, it would be required to deduct withholding taxes, if any. The depositary would also be required to convert distributions made in Mexican Pesos into U.S. Dollars. Additionally, if the exchange rate fluctuates significantly prior to the depositary converting any distribution into U.S. Dollars, the amount of such distribution may decrease in terms of U.S. Dollars; and we and the depositary may amend or terminate the Deposit Agreement without the ADS holders’ consent in a manner that could prejudice ADS holders or that could affect the ability of ADS holders to transfer ADSs.
We have granted, and may continue to grant, share incentive awards, which may result in increased share-based compensation expenses and holders of our series A shares and ADSs may suffer further dilution.
In April 2018, we adopted our Long-Term Incentive Plan (“ Plan ”) with the purpose of attracting and retaining talented individuals as officers, directors, employees, and consultants who are critical to our success, incentivizing their performance, and aligning their interests with ours. Under the Plan, our Board of Directors is authorized to grant restricted series A shares or ADSs (“ Restricted Stock ”) and options to purchase our series A shares or ADSs (“ Stock Options ”) to our officers, directors, employees, and consultants. We reserved 8,750,000 series A shares, issued on December 18, 2017, for the implementation of the Plan. Additionally, the series A shares repurchased by the Company through our buy-back program may be allocated to the Plan.
The vesting of series A shares reserved for the Plan (or the allocation of series A shares repurchased by the Company through our buy-back program) could result in immediate dilution to our existing shareholders and may also have a dilutive effect on our earnings per share. If all series A shares currently reserved for the Plan, in addition to all shares repurchased through the ongoing buy-back program, were to become outstanding, our issued and outstanding share capital would increase by 3.7%, from 95,285,451 series A shares outstanding as of December 31, 2024, to 98,781,026 series A shares. See “ Item 6—Directors, Senior Management and Employees— Long-Term Incentive Plan . ”
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ADS holders may be unable to exercise voting rights with respect to the shares underlying the ADSs at our shareholders’ meetings.
The depositary is treated by us for all purposes as the shareholder with respect to the shares underlying your ADSs. As a holder of ADSs, you do not have direct shareholder rights and may exercise voting rights with respect to the shares represented by the ADSs only in accordance with the Deposit Agreement relating to the ADSs. There are no provisions under Mexican law or under our bylaws that limit the exercise by ADS holders of their voting rights through the depositary with respect to the underlying series A shares. However, there are practical limitations on the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. ADS holders may be unable to exercise voting rights with respect to the series A shares underlying the ADSs as a result of these practical limitations.
Preemptive rights may be unavailable to non-Mexican holders of ADSs and, as a result, such holders may suffer dilution.
Under our current by-laws, whenever we issue new shares for subscription and for payment in cash, subject to certain exceptions, such as those related to public offerings, mergers, or conversion of convertible securities or when the shareholders’ meeting or board of directors (in the latter case when such authority is delegated to the board of directors by the shareholders’ meeting for a particular issuance) decide otherwise, we must grant preemptive subscription rights to our shareholders, giving them the right to purchase a sufficient number of shares to maintain their existing ownership percentage. We may not be able to offer preemptive rights to foreign shareholders and ADS holders identical to those of our shareholders residing in Mexico in connection with any future issuance of shares unless we comply with certain specific requirements under the laws and regulations of the applicable jurisdictions of our non-Mexican shareholders. In the case of United States shareholders and ADS holders, we might not be able to offer them shares pursuant to preemptive rights granted to our shareholders in connection with any future issuance of shares, unless the offer of such shares is registered under the Securities Act or an exemption from the registration requirement is available.
We intend to evaluate, at the time of any preemptive prescription rights offering, the costs and potential liabilities associated with a registration statement or similar requirement to enable U.S. or other non-Mexican shareholders and ADS holders to exercise their preemptive subscription rights in the event of an issuance of shares; the indirect benefits of enabling U.S. and other non-Mexican shareholders and ADS holders to exercise preemptive subscription rights; and any other factors that we consider appropriate at the time. We will then decide whether to file such a registration statement or otherwise comply with a similar requirement.
In the event that a required registration statement or similar requirement is not filed or satisfied, U.S. or other non-Mexican shareholders or ADS holders, would not be able to exercise their preemptive subscription rights in connection with future issuances of our shares, and their stake in the Company might be diluted. In this event, the proportion of the economic and voting interests of such U.S. or other non-Mexican shareholders or ADS holders in our total equity could decrease in proportion to the size of the issuance. Depending on the price at which shares are offered, such an issuance could result in dilution in the book value per share to U.S. or other non-Mexican shareholders or ADS holders not participating in the capital increase.
Substantial sales of our series A shares or the ADSs could cause the price of our series A shares or the ADSs to decrease.
The market price of our series A shares and the ADSs may decline as a result of sales of a large number of series A shares and ADSs or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
Our shareholders, or entities controlled by them or their permitted transferees will be able to sell their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC, as well as any other regulation (including anti-trust rules) that may apply. If any of our shareholders, the affiliated entities controlled by them or their respective permitted transferees were to sell a large number of their shares, the market price of our series A shares may decline significantly and, as a result, the market price of the ADSs. In addition, the perception in the public markets that sales by them might occur may also adversely affect the market price of our series A shares and the ADSs.
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The protections afforded to minority shareholders in Mexico are not as comprehensive as those in other jurisdictions, such as the United States.
Under Mexican law, the protections afforded to minority shareholders and the responsibilities and duties of directors and senior officers are different or not as complete as those in the United States. Although Mexican law establishes specific duties of care and loyalty applicable to our directors, committee members and senior officers, the Mexican legal regime governing directors, committee members and senior officers, and their duties, is not as comprehensive or developed as in the United States and has not been the subject of as broad and precise judicial interpretation. In addition, the criteria applied in other jurisdictions, including in the United States, to ascertain the independence of corporate directors may be different from the criteria applicable under corresponding Mexican laws and regulations. Furthermore, in Mexico, there are different procedural requirements for shareholder suits that work exclusively for our benefit (such as with respect to derivative suits) and not for the benefit of our shareholders (even those that initiate an action). As a result, it may be more difficult in practice for our minority shareholders to enforce their rights against us or our directors, committee members or senior officers, including for breach of their duties or care or loyalty) than it would be for shareholders of a United States or other non-Mexican company or to obtain compensation for minority shareholders, for losses caused by directors, committee members or senior officers as a result of a breach of their duties.
Our bylaws contain provisions aimed at restricting the acquisition of our shares and restricting the execution of voting agreements among our shareholders.
Pursuant to our bylaws, every direct or indirect acquisition of shares, or attempted acquisition of shares, of any nature by one or more persons or entities requires the prior written approval by the Board of Directors each time that the number of shares to be acquired, when added to any shares already owned by such person or entity, results in the acquirer holding 10% or more of our outstanding capital stock. Once such percentage is reached, such person or entity must notify our Board of Directors of any subsequent acquisition of shares by any such person or entity through which they acquire additional shares representing 2% or more of our outstanding capital stock. Prior, written approval must also be requested from our Board of Directors for the execution of written or oral agreements, as a consequence of which voting association, block voting, or binding or joint vote mechanisms or covenants are formed or adopted or certain shares are combined or shared in any other manner, which effectively results in a change in control of our Company or a 20% ownership interest in our Company. No additional authorization is required to carry-out such acquisitions or to execute a voting agreement until the ownership percentage of our outstanding capital stock is equal to or greater than 20%, nor is any additional authorization required with respect to entering temporary agreements for appointment of minority directors.
If an acquirer does not comply with the procedures described above, such acquired shares or shares regarding any voting agreement will not have any voting rights at any shareholders’ meeting of our Company. Any such acquired shares which have not been approved by our Board of Directors shall not be registered in our stock registry book, entries in our stock registry book made beforehand will be canceled and the Company will not acknowledge or give any value to the records or listings referred to in Article 290 of the Mexican Securities Market Law ( Ley del Mercado de Valores ), any other provision that might substitute it from time to time and other applicable law. Therefore, such records or listings mentioned above will not be considered evidence of ownership of shares, shall not grant the right to attend shareholders’ meetings or validate the exercise of any legal action, including any legal action of a procedural nature.
The provisions in our bylaws described above may only be amended or removed by the approval of shareholders holding at least 95% of our shares. This could hinder the process of selling our shares or the execution of agreements in connection with those shares.
These provisions in our bylaws could potentially discourage future purchases of a significant number of our shares, including potential future acquirers of our business, and accordingly could adversely affect the liquidity and price of our series A shares.
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The payment and amount of dividends, or share buybacks, are subject to the determination of our shareholders.
The amount available for cash dividends, or share buybacks, if any, will be affected by many factors, including our future operating results, financial condition and capital requirements as a result thereof, and the terms and conditions of legal and contractual restrictions. Also, the amount of cash available for dividend payments, or share buybacks, may vary significantly from estimates. There can be no assurance that we will be able to pay or maintain the payment of dividends. Our actual results may differ significantly from the assumptions made by our Board of Directors in recommending dividends, or share buybacks, to shareholders or in adopting or amending a dividend policy in the future. Also, there can be no assurance that our Board of Directors will recommend a dividend payment, or share buy-back, to our shareholders or, if recommended, that our shareholders will approve such a dividend payment or share buy-back. The payment of dividends, or share buybacks, and the amounts of dividend payments paid by us to our series A shares are subject to the approval of our shareholders and our having absorbed or repaid losses from prior years and also may only be paid from retained earnings approved by our shareholders and if legal reserves have been created.
The payment and amount of Vista Argentina’s dividends are subject to certain restrictions from the BCRA.
Pursuant to the Argentine Foreign Exchange Regulations imposed by the BCRA, companies resident in Argentina may only have access the foreign exchange market to purchase foreign currency and transfer it abroad for the payment of profits and dividends to non-resident shareholders, if certain conditions are met and/or they have the prior approval of the BCRA. Although only Vista Argentina’s dividends are subject to the restrictions imposed by the BCRA, such restrictions may affect our ability to pay dividends or complete share buybacks because the main source of cash generation is in Argentina.
There can be no assurance that the BCRA will not increase or relax such controls or restrictions, make modifications to these regulations, establish more severe restrictions on currency exchange, or maintain the current Foreign Exchange Regulations or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to service our outstanding liabilities denominated in currencies other than the Argentine Peso, all of which could undermine our ability to pay dividends to foreign shareholders and to distribute all the net cash flow generated in the form of dividends or buybacks. Consequently, these exchange controls and restrictions could materially adversely affect the Argentine economy and our business, financial condition and results of operations. See “ Item 10—Additional Information— Exchange Controls ” for additional information.
Dividend distributions to holders of our series A shares will be made in Mexican Pesos.
We will make dividend distributions to holders of our series A shares in Mexican Pesos. While the Mexican government does not currently restrict the ability of Mexican or foreign persons or entities to convert Mexican Pesos into U.S. Dollars or other currencies, it could institute restrictive exchange control policies in the future. Future fluctuations in exchange rates and the effect of any exchange control measures adopted by the Mexican government on the Mexican economy cannot be predicted.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common shares.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to achieve and maintain effective internal controls over financial reporting, implement required new or improved controls, or difficulties encountered in their implementation could result in our failure to meet our reporting obligations, which in turn could have a material adverse effect on our business and our common shares or the ADSs. In addition, any testing by us or any subsequent testing by our independent registered public accounting firm conducted in connection with Section 404 of the SOX, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or
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identify other areas for further attention or improvement. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our audited financial statements. Confidence in the reliability of our audited financial statements also could suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could in turn limit our access to capital markets and possibly, harm our results of operations, and lead to a decline in the trading price of our common shares or the ADSs.
Pursuant to Section 404 of the Sarbanes Oxley Act of 2002, we are required to include a report of our management on our internal controls over financial reporting in our annual reports on Form 20-F that contains management’s assessment relating to the design, maintenance and periodic evaluation of the internal control system, accompanied by a report from our independent registered public accounting firm.We can provide no assurance that from time to time we will not identify concerns that could require remediation. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation. In connection with the attestation process by our independent registered public accounting firm, we may encounter problems or delays in the completing the implementation of any requested improvements and receiving a favorable attestation. In addition, if we fail to maintain the adequacy of our internal control over financial reporting we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 which may have an adverse effect on us.
The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
We are required to comply with various regulatory and reporting requirements, including those required by the Commission and the CNBV. Complying with these reporting and regulatory requirements is time consuming, resulting in increased costs to us or other adverse consequences. As a public company, we are subject to the reporting requirements of the Exchange Act, and the requirements of the SOX, in addition to the existing disclosure requirements by the Mexican Securities Market Law and CNBV rules. These requirements may place a strain on our systems and resources. The Exchange Act rules applicable to us as a foreign private issuer requires that we file annual and current reports with respect to our business and financial condition. Likewise, CNBV rules require that we make annual and quarterly filings and that we comply with disclosure obligations including current reports. The SOX requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, results of operations and financial condition.
Furthermore, we have ceased to be an emerging growth company and are therefore no longer able to take advantage of certain exemptions from various requirements applicable to other public companies that are emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the SOX. As such, our independent registered public accounting firm is now required to attest to the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may decline to attest to our management’s assessment or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price.
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Our bylaws, in compliance with Mexican law, restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders.
As required by Mexican law, our bylaws provide that non-Mexican shareholders are considered to be Mexican with respect to shares held by them. Moreover, non-Mexican shareholders explicitly agree not to invoke the protection of its own government by asking such government to interpose a diplomatic claim against the Mexican government with respect to the shareholder’s rights as a shareholder, though such agreement is not deemed to include a waiver to any other rights (for instance, any rights under the United States securities laws, with respect to its investment in us). If you invoke such governmental protection in violation of this provision of the bylaws, your series A shares may be forfeited to the Mexican government.
As a foreign private issuer, we are permitted to, have relied, and intend to keep relying, on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers. This may afford less protection to holders of the ADSs.
The NYSE’s rules require listed companies to have, among other things, a majority of their board members be independent and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. While we currently meet this requirement, we might cease to do so in the future, given that, as a foreign private issuer and a controlled company, we are permitted to follow home country practice in lieu of the above requirements. Mexican law does not require that a majority of our board consist of independent directors or the implementation of a compensation or nominating committee, and our board may thus not include, or include fewer, independent directors than would be required if we were subject to the NYSE rules applicable to most U.S. companies. As long as we rely on the foreign private issuer and controlled company exemptions to the NYSE rules, a majority of our Board of Directors is not required to consist of independent directors and we will not be required to have a compensation or nominating committee. Therefore, our board’s approach may be different from that of a board with a majority of independent directors, and, as a result, the Executive Team’s oversight of the Company may be more limited than if we were subject to the NYSE rules applicable to most U.S. companies.
It may be difficult to enforce civil liabilities against us or our directors or officers.
We are a publicly traded company with variable capital ( sociedad anónima bursátil de capital variable ) organized under the laws of Mexico, and a majority of the members of our Board of Directors and Executive Team, our advisors and independent auditors reside or are based outside the United States. All of our assets and the assets of our subsidiaries are located, and all of our revenues and the revenues of our subsidiaries are derived from, sources outside the United States, particularly in Mexico and Argentina. Consequently, it may not be possible for you to effect service of process upon us or these other persons. Because judgments of U.S. courts or courts of other jurisdictions outside of Mexico and/or Argentina for civil liabilities based upon foreign laws of other jurisdictions outside Mexico and/or Argentina may only be enforced in Mexico and/or Argentina if certain requirements are met, you may face greater difficulties in protecting your interests through actions against us, our directors or the members our Executive Team than would shareholders of a corporation incorporated in the United States or in other jurisdictions outside of Mexico. There is doubt as to the enforceability, in original actions in Mexican courts and/or Argentine courts or in actions for enforcement of judgments obtained in courts of jurisdictions outside Mexico and/or Argentina, of liabilities predicated, in whole or in part, on the civil liability provisions of U.S. federal securities laws. No treaty exists between the United States and Mexico for the reciprocal enforcement of judgments issued in the other country. In addition, the enforceability in Argentine courts of judgments of U.S. or non-Argentine courts with respect to matters arising under U.S. federal securities laws or other non-Argentine regulations will be subject to compliance with certain requirements under Argentine law, including the condition that any such judgment does not violate Argentine public policy ( orden público argentino ) and provided that an Argentine court will not order the attachment on any property located in Argentina and determined by such court to be essential for the provision of public services.
ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.
The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by law, holders and beneficial owners of ADSs irrevocably waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to the ADSs or the deposit agreement. If this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the
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deposit agreement with a jury trial. If we or the depositary opposed a jury trial demand based on the waiver, the court would analyze whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.
If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and / or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing.
No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.
Holders of our series A shares who sell or transfer series A shares acquired after January 1, 2018 and representing 10% or more of our equity may be subject to Argentine capital gains tax under Argentine tax law.
Under Argentine tax law, non-Argentine residents who sell or transfer shares or other interests in foreign entities acquired after January 1, 2018, may be subject to capital gains tax in Argentina if 30% or more of the market value of the foreign entity is derived from assets located in Argentina and the shares being sold or transferred represent 10% or more of the equity interests of such foreign entity. Therefore, any non-Argentine holder of our series A shares who sell or transfer series A shares acquired after January 1, 2018, representing 10% or more of our equity interests would be subject to the Argentine capital gains tax.
| ITEM 4. |
INFORMATION ON THE COMPANY |
Vista Energy, S.A.B. de C.V. is a sociedad anónima bursátil de capital variable organized under the laws of Mexico. We were originally incorporated in Mexico on March 22, 2017.
Our principal executive offices are located at Torre Mapfre, 18 th Floor, 243 Paseo de la Reforma Avenue, Colonia Renacimiento, Alcaldía Cuauhtémoc, Mexico City, 06600, Mexico. Our telephone number at this location is +52 (55) 1555-7104. Our website is http://www.vistaenergy.com. Information contained on, or accessible through, this website is not incorporated by reference in, and will not be considered part of, this annual report. The Securities and Exchange Commission (“ SEC ”) maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Recent Developments
Corporate Reorganization
On December 20, 2024, the Board of Directors of Vista Argentina, Aleph Midstream, and Vista Holding VII S.A.U., along with the management ( Gerencia ) of AFBN, approved a preliminary merger agreement (“ Preliminary Agreement ”), pursuant to which the latter three entities will be absorbed by and merged into our subsidiary Vista Argentina, as the surviving entity (“ Merger ”). The Preliminary Agreement establishes January 1, 2025, as the effective date of the Merger. The Merger has been undertaken for intragroup corporate reorganization purposes.
For Argentine tax purposes, as provided in Section 80 of the ITL (as defined below), the effective date of a merger determines the date from which the entities are considered to be operating jointly.
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For Argentine corporate law purposes, a merger becomes effective only upon its registration with the public registry. As of the date of this annual report, the Merger has not yet been registered with the public registry. Upon registration, the effective date for Argentine corporate law purposes will be determined, and Vista Argentina will consolidate all assets and operations of AFBN, Aleph Midstream, and Vista Holding VII S.A.U.
Additionally, under the Argentine General Companies Law No. 19,550 ( Ley General de Sociedades ), the Preliminary Agreement remains preliminary because it does not yet include the approval of the consolidated and individual financial statements of the merged entities, which must be approved jointly with the pre-merger agreement. As of the date of this annual report, the execution of the pre-merger agreement between Vista Argentina, AFBN, Aleph Midstream and Vista Holding VII S.A.U. and the approval of the related merger financial statements remain pending. According to Section 83 of the Argentine General Companies Law, a pre-merger agreement must be approved, which includes the approval of the financial statements mentioned above (“ Pre-Merger Agreement ”). This Pre-Merger Agreement was approved by the Board of Directors of all four entities on March 28, 2025, including the approval of consolidated merger financial statements with a cut-off date of December 31, 2024. Additionally, under the Argentine General Companies Law, the Pre-Merger Agreement must be approved by the shareholders’ meetings of the involved entities. The shareholders’ meetings of Vista Argentina, AFBN, Aleph Midstream, and Vista Holding VII S.A.U. have been scheduled for April 28, 2025.
Consequently, while Vista Argentina, AFBN, Aleph Midstream, and Vista Holding VII S.A.U. are currently operating jointly, the Merger remains subject to the satisfaction of certain conditions precedent, including the execution of the pre-merger agreement and its registration with the public registry.
Addition of a New Member to the Management Team
Effective January 14, 2025, Matías Weissel has been appointed as Chief Operations Officer of Vista, replacing Juan Garoby, who has transitioned to the role of Chief Technology Officer. Mr. Weissel has served as Vista Argentina’s Operations Manager since January 2023 and has been with the Company since the commencement of operations in April 2018. Mr. Garoby has held the position of Chief Operations Officer since August 2017 and has been involved with the company since its incorporation on March 22, 2017.
Farm-out Agreements
On December 16, 2024, Vista Argentina agreed to the assignment of Trafigura’s interest in the Farm-out Agreements (as defined below), to Vista Argentina, effective January 1, 2025 (“ Trafigura Agreement ”). Since effectiveness, Vista Argentina holds rights to 100% of the production from the pads subject to the Trafigura Agreement. Under the Trafigura Agreement, Vista Argentina will pay Trafigura US$128 million in 48 consecutive monthly installments through December 2028.
Additionally, Vista Argentina and Trafigura entered into a crude oil marketing agreement, effective from January 1, 2025, to December 31, 2028, pursuant to which Vista Argentina will sell 10,000 m³ of crude oil per month to Trafigura. The amounts payable by Trafigura under the crude oil marketing agreement will be offset against Vista Argentina’s obligations under the Trafigura Agreement.
As of December 31, 2024, the Trafigura Agreement had no accounting impact on the consolidated financial statements.
For more information on the Farm-out Agreements, see “ —Business Overview—Argentina—Concessions .”
BUSINESS OVERVIEW
We are an independent Latin American, shale oil-focused company operating since April 4, 2018, with our main assets located in the Vaca Muerta play in the Neuquina basin, Argentina. Vaca Muerta is the largest shale oil and gas play under development outside North America, where we have rights to develop approximately 205,600 acres. We are also the holders of one conventional producing asset in Mexico. Most of our production and revenues, our ongoing drilling and workover activities, estimated proved reserves and assets are located in Argentina, including our currently producing Vaca Muerta wells.
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We seek to generate strong returns for our shareholders based on the following key value drivers:
Deep, ready-to-drill, short-cycle well inventory. Our growth plan is based on developing our inventory of approximately 1,150 wells in Vaca Muerta, out of which 550 well are in Bajada del Palo Oeste, 150 in Bajada del Palo Este, 150 in Aguada Federal, 150 in Bandurria Norte, 100 in Águila Mora and 50 in Coirón Amargo Norte. Additionally, as of December 31, 2024, the number of cumulative shale wells we had tied-in increased to 117 in Bajada del Palo Oeste, 17 in Bajada del Palo Este, 13 wells in Aguada Federal and two wells in Águila Mora, for a total of 149 cumulative shale wells tied-in in Vaca Muerta. This activity boosted our production to 85.3 Mboe/d during the fourth quarter of 2024. Our proved certified reserves increased to 375.2 Mboe as of December 31, 2024.
Peer-leading operating performance . We believe the productivity of our wells reflects the quality of our Vaca Muerta acreage and our of operational capabilities, in line with the highest efficiency and safety standards. As of December 31, 2024, the cumulative production of the average Vista well after 720 days on production (represented by the wells in pads BPO-1 to BPO-14) was performing 6% above our Bajada del Palo Oeste type curve. This performance places our wells among the best in Vaca Muerta. In addition, the dilution of fixed costs as we increase production and our rebased cost structure following our decision to focus on shale oil have led to a decrease in lifting costs from US$13.9/boe in 2018 to US$4.6/boe in 2024.
Robust balance sheet and financial performance. Based on a benchmarking analysis against peers in the Argentine, Latin American and U.S. shale energy spaces, we believe we are a Company with a history of comparatively low debt leverage ratios, high Adjusted EBITDA Margins and high ROACE. Cash and cash equivalents at the end of 2024 was US$764.3 million. During the year 2024, net income for the year totaled US$477.5 million. The Adjusted EBITDA for 2024 was US$1,092.4 million resulting in an Adjusted EBITDA Margin of 65%. Additionally, net leverage ratio as of December 31, 2024, was 0.63x Adjusted EBITDA and ROACE was 24% for 2024.
ESG-focused culture. We aim to develop our business in a sustainable way. We aspire to reduce our operating scope 1 and 2 GHG emission intensity by more than 80% to 7 kgCO 2 e/boe in 2026, compared to 39 kgCO 2 e/boe in 2020. During 2024, we reduced the intensity of scope 1 and 2 GHG emissions by 44% year-over-year, from 15.6 kgCO 2 e/boe to 8.8 kgCO 2 e/boe. We are also executing a portfolio of NBS projects through our subsidiary Aike, in Argentina. By 2026, we expect to have generated enough carbon credits through our NBS projects to offset the residual emissions from our operations, thereby becoming net zero in scope 1 and 2 GHG emissions.
Safety is a bedrock of our Company, and we aim to operate with the highest oil and gas industry standards in accordance with the International Association of Oil and Gas Producers (“ IOGP ”) and the global oil and gas industry association for environmental and social issues (“ IPIECA ”). In 2024, we had a TRIR of 0.6 which was below 1.0 for the fifth consecutive year. Furthermore, in 2024 we recorded no major oil spill incidents. For further information on ESG matters, see “ —ESG Matters. ”
Our Operations
The following map illustrates the location of our concessions in Argentina as of the date of this annual report (1) :
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| (1) |
Acambuco concession and assets transferred to Aconcagua (effective on March 1, 2023), not shown on this map. |
As of December 31, 2024, our portfolio of assets included six operated blocks in Vaca Muerta (holding approximately 205,600 net shale oil acres), one operated conventional block in Mexico and one non-operated conventional block in Argentina. Additionally, effective March 1, 2023, Vista transferred the operatorship of six conventional blocks to Aconcagua. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta. ”
During 2024, our average daily production was 69.7 Mboe/d. Additionally, as of December 31, 2024, our total proved reserves were 375.2 MMboe, of which 86% consisted of oil and 97% of which were located in Argentina. During the fourth quarter of 2024, our total production was 85.3 Mboe/d and our shale production was 80.1 Mboe/d. We were the third largest oil operator in Argentina, and the second largest in Vaca Muerta, according to the SdE.
The following table presents information on our concessions as of the date of this annual report, and estimated reserves and production as of December 31, 2024:
|
Block |
Gross acres | Net acres | Interest | Operator |
Net proved
reserves as of Dec. 31, 2024 (MMboe) |
Average net
production for the year ended Dec. 31, 2024 (Mboe/d) |
Concession
Expiration |
|||||||||||||||||||||
|
Argentina |
||||||||||||||||||||||||||||
|
Neuquina Basin |
||||||||||||||||||||||||||||
|
Bajada del Palo Oeste |
62,641 | 62,641 | 100 | % | Vista | 242.26 | 52.8 | 2053 | ||||||||||||||||||||
|
Bajada del Palo Este |
48,853 | 48,853 | 100 | % | Vista | 73.37 | 6.4 | 2053 | ||||||||||||||||||||
|
Aguada Federal |
24,058 | 24,058 | 100 | % | Vista | 45.09 | 4.8 | 2050 | ||||||||||||||||||||
|
Águila Mora |
23,475 | 21,128 | 90 | % | Vista | 0.52 | 0.9 | 2054 | ||||||||||||||||||||
|
Bandurria Norte |
26,404 | 26,404 | 100 | % | Vista | — | 0.0 | 2050 | ||||||||||||||||||||
|
Entre Lomas Río Negro |
83,349 | — | (2) | — | (2) | Aconcagua | 1.97 | 1.7 | 2036 | |||||||||||||||||||
|
Jagüel de los Machos |
48,359 | — | (2) | — | (2) | Aconcagua | 0.76 | 1.0 | 2035 | |||||||||||||||||||
|
25 de Mayo–Medanito SE |
32,247 | — | (2) | — | (2) | Aconcagua | 0.62 | 0.8 | 2036 | |||||||||||||||||||
|
Entre Lomas Neuquén |
99,665 | — | (2) | — | (2) | Aconcagua | 0.23 | 0.5 | 2026 | |||||||||||||||||||
|
Charco del Palenque |
47,963 | — | (2) | — | (2) | Aconcagua | 0.10 | — | 2034 | |||||||||||||||||||
|
Jarilla Quemada (1) |
47,617 | — | (2) | — | (2) | Aconcagua | 0.03 | 0.1 | 2040 | |||||||||||||||||||
|
Coirón Amargo Norte |
26,598 | 22,508 | 84.6 | % | Vista | — | 0.1 | 2037 | ||||||||||||||||||||
|
Noroeste Basin |
||||||||||||||||||||||||||||
|
Acambuco |
293,747 | 4,406 | 1.5 | % | Pan American | 0.52 | 0.1 | 2036/2040 | ||||||||||||||||||||
|
Mexico |
||||||||||||||||||||||||||||
|
CS-01 |
14,332 | 14,332 | 100 | % | Vista | 9.75 | 0.6 | 2047 | ||||||||||||||||||||
| (1) |
Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
| (2) |
Assets transferred to Aconcagua, effective on March 1, 2023. See “—Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta. ” |
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Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta
On February 23, 2023, Vista announced a two-phase transaction (“ Conventional Assets Transaction ”) between Vista Argentina and Petrolera Aconcagua Energía S.A. (“ Aconcagua ”) to increase its focus on its shale oil operations in Vaca Muerta and strengthen shareholder returns.
Under the terms of the Conventional Assets Transaction, effective March 1, 2023:
| (i) |
Aconcagua became the operator of the following exploitation concessions in the Neuquina Basin located in Argentina: Entre Lomas, located in the Province of Neuquén, and Entre Lomas, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito, located in the Province of Río Negro (“ CAT Exploitation Concessions ”). Additionally, Aconcagua became the operator of the following transportation concessions: the Entre Lomas gas transportation concession, the Jarilla Quemada gas transportation concession, and the 25 de Mayo–Medanito crude oil transportation concession (“ CAT Transportation Concessions ,” and together with the CAT Exploitation Concessions, the “ CAT Concessions ”); |
| (ii) |
Aconcagua paid Vista US$26.47 million in cash (US$10.00 million paid on February 15, 2023, US$10.73 million paid on March 1, 2024, US$5.73 million paid on February 28, 2025); |
| (iii) |
Vista Argentina retains 40% of the crude oil and natural gas production, and 100% of liquified petroleum gas, gasoline, and condensates, from the CAT Exploitation Concessions (with Aconcagua paying all costs, taxes, and royalties) until the earlier of (a) the final closing date on February 28, 2027 and (b) the date in which Vista Argentina receives a cumulative production of 4 million barrels of crude oil and 300 million m 3 of natural gas. On the other hand, Aconcagua is entitled to 60% of the crude oil and natural gas production from the CAT Exploitation Concessions; |
| (iv) |
Aconcagua will pay 100% of Vista Argentina’s share of the capex, opex, royalties, taxes, and any other costs associated with the CAT Exploitation Concessions; |
| (v) |
Vista Argentina has the right to purchase from Aconcagua up to Aconcagua’s 60% share of the natural gas produced by the CAT Exploitation Concessions at a price of US$1 per million Btu until the final closing date on February 28, 2027; |
| (vi) |
Vista Argentina and Aconcagua will work jointly with the Provinces of Río Negro and Neuquén to negotiate an extension of the exploitation and transportation concession titles governing the CAT Concessions, including an upfront payment and an investment commitment, as per the terms set forth in the applicable regulation in Argentina; |
| (vii) |
Vista Argentina retains the right to explore and develop the Vaca Muerta formation in the CAT Exploitation Concessions and seek to obtain one or more independent and separate unconventional concessions to develop such resources; |
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| (viii) |
Vista Argentina and Aconcagua have signed an agreement whereby Vista Argentina will treat and transport 100% of the crude oil produced in the CAT Exploitation Concessions (except for 25 de Mayo–Medanito and Jagüel de los Machos) until the expiration of the concession titles (including the potential 10-year extension); and |
| (ix) |
Vista Argentina remains concession title holder until no later than the final closing date on February 28, 2027, when the CAT Concessions will be transferred to Aconcagua, subject to provincial approvals. |
The Entre Lomas crude oil transportation concession, which includes an oil treatment plant geographically located in the Entre Lomas Río Negro concession and a net book value of US$20 million as of December 31, 2022, was excluded from the Conventional Assets Transaction.
In December 2024, Vista Argentina and Aconcagua entered into an amendment to the terms of the Conventional Assets Transaction, effective October 1, 2024, that included the transfer of ownership of the 60% share of the natural gas produced by the CAT Exploitation Concessions from Aconcagua to Vista Argentina. Under the original agreement, this share in natural gas production was held by Aconcagua and sold to Vista at a fixed price of US$1 per million Btu. As a result of the amendment, starting on October 1, 2024, Vista Argentina retains (a) 40% of crude oil production and reserves and (b) 100% of natural gas, liquefied petroleum gas, gasoline, and condensate production and reserves, in both cases with respect to the CAT Exploitation Concessions.
Vaca Muerta Sur Project
On December 16, 2024, Vista Argentina announced its participation as a shareholder in VMOS S.A. (“ VMOS ”), alongside YPF, Pampa Energía S.A., and Pan American Sur S.A., in connection with the Vaca Muerta Sur Project. Between December 20, 2024 and March 7, 2025, Pluspetrol S.A., Chevron (through two subsidiaries), Shell (through two subsidiaries) and Gas y Petróleo del Neuquén S.A. also confirmed their participation as shareholders in VMOS (collectively, the “ VMOS Shareholders ”).
On December 13, 2024, Vista Argentina, YPF, Pampa Energía S.A., and Pan American Sur S.A. unanimously approved the construction of the Vaca Muerta Sur crude oil export pipeline (“ VMOS Project ”). The VMOS Project is expected to span approximately 437 kilometers and will include a loading and unloading terminal with interconnected monobuoys, as well as a tank and storage yard.
The VMOS Project is expected to have an initial transportation capacity of up to 550,000 bbl/d during commercial operations, with the potential to expand to 700,000 bbl/d if required (“ VMOS Project Expansion ”). According to the current construction schedule, commercial operations are expected to commence in the second half of 2027. The VMOS Shareholders have committed an aggregate volume of approximately 450,000 bbl/d of capacity.
The estimated total investment required for the VMOS Project is approximately US$3 billion, which is expected to be financed through capital contributions from the VMOS Shareholders and third-party financing to be secured by VMOS during 2025.
Vista Argentina holds a minority equity interest in VMOS and has secured firm transportation, storage, and dispatch capacity in the VMOS Project for 50,000 bbl/d, with an option to increase its capacity allocation in the event of the VMOS Project Expansion.
VMOS intends to develop the VMOS Project under the “ Incentive for Large Investments Framework ” (“ RIGI ” for its acronym in Spanish), in accordance with the provisions of the Ley de Bases , Decree No. 794/2024, and other applicable Argentine regulations. On March 20, 2025, the VMOS Project was approved under RIGI and, therefore, classified as a “strategic long-term export project.”
Additionally, on December 13, 2024, Vista Argentina entered into a firm crude oil transportation agreement with VMOS under the terms of Decree No. 115/2019, securing the terms and conditions for the transportation, storage, and dispatch of crude oil.
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Main Subsidiaries
Vista Energy Argentina S.A.U.
Vista Energy Argentina S.A.U. (formerly “ Vista Oil & Gas Argentina S.A., ” and prior thereto “ Petrolera Entre Lomas S.A. ”) is an Argentine company with offices in Buenos Aires and Neuquén. As of December 31, 2024, Vista Argentina held working interests in the following concessions: (i) 100% working interest in the exploitation concessions Bajada del Palo Oeste and Bajada del Palo Este, located in the Province of Neuquén, (ii) 84.62% working interest in the exploitation concession Coirón Amargo Norte, located in the Province of Neuquén, (iii) 50% working interest in the Aguada Federal and Bandurria Norte unconventional exploitation concessions, located in the Province of Neuquén, (iv) 90% working interest in the unconventional exploitation concession Águila Mora, located in the Province of Neuquén, and (v) 1.50% non-operating working interest in the exploitation concession Acambuco, located in the Province of Salta, operated by Pan American Energy LLC (Argentine Branch) (“ Pan American ”). As a result of the Conventional Assets Transaction, Vista Argentina transferred the operations of six conventional assets in Argentina, effective March 1, 2023. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .” As of December 31, 2024, Vista Argentina had 488 direct employees.
Vista Energy Holding I, S.A. de C.V.
Vista Energy Holding I, S.A. de C.V. (formerly, “ Vista Oil & Gas Holding I, S.A. de C.V .”) is a Mexican company with administrative offices in Mexico City incorporated for purposes of, among other things, participating as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of corporations, as well as carrying-out any activities in the energy sector. As of December 31, 2024, it held a 100% interest in Vista Argentina and a 100% indirect interest in AFBN, S.R.L., Aluvional S.A. and Aleph Midstream. As of December 31, 2024, Vista Holding I had no employees.
Vista Energy Holding II, S.A. de C.V.
Vista Energy Holding II, S.A. de C.V. (formerly, “ Vista Oil & Gas Holding II, S.A. de C.V. ”) is a Mexican company with administrative offices in Mexico City incorporated for purposes of exploring and extracting hydrocarbons in Mexico, as well as to participate as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of corporations, as well as carrying-out any activities in the energy sector. It is the holder of 100% working interests in the CS-01. As of December 31, 2024, Vista Holding II had 14 employees.
AFBN, S.R.L.
AFBN, S.R.L. (formerly, “ ConocoPhillips Argentina Ventures S.R.L. ”) (“ AFBN ”) is a company organized and existing under the laws of Argentina dedicated to the E&P of hydrocarbons and the commercialization of oil, natural gas and NGL. As of December 31, 2024, it held a 50% non-operated working interest in the Aguada Federal and Bandurria Norte unconventional exploitation concessions, both in the Neuquina Basin. As of December 31, 2024, AFBN had no direct employees. Vista Holding I holds a 4.31% direct interest in AFBN. The remaining interest is held by Vista Argentina with 14.80% and Vista Holding VII S.A.R.L with 80.89%, the latter being a wholly-owned legal entity. As of the date of this annual report, AFBN is in the process of being merged into our subsidiary Vista Argentina. The Preliminary Agreement establishes January 1, 2025, as the effective date of the Merger. For information regarding the merger of AFBN into Vista Argentina, please see “—Recent Developments—Corporate Reorganization. ”
Aleph Midstream S.A.
Aleph Midstream S.A. (“ Aleph Midstream ”) is a company organized and existing under the laws of Argentina that commenced operations in August 2019 as a player focused on providing gathering, processing and midstream services for oil and gas production in the Neuquina Basin. As of December 31, 2024, Aleph Midstream had no direct employees. As of December 31, 2024, Vista Holding I held a 100% direct interest in Aleph Midstream.
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As of the date of this annual report, Aleph Midstream is in the process of being merged into Vista Argentina. The Preliminary Agreement establishes January 1, 2025, as the effective date of the Merger. For information regarding the merger of Aleph Midstream into Vista Argentina, please see “—Recent Developments—Corporate Reorganization. ”
Aluvional S.A.
Aluvional S.A. is a company organized and existing under the laws of Argentina dedicated to the extraction of sand, stone, pebbles, granitic and/or calcareous materials and other natural resources that are used for the hydraulic stimulation of unconventional oil and gas exploitation in the Provinces of Neuquén, Río Negro, Mendoza, and La Pampa. Aluvional S.A. holds 10-year term concessions of 15 quarries of siliceous sand, all of them located in the Province of Río Negro, and certain additional assets in the Province of Neuquén. Vista Holding I holds a 95% direct interest in Aluvional S.A. The remaining 5% interest is held by Vista Argentina. As of December 31, 2024, Aluvional S.A. had 16 employees.
Argentina
Overview
During the year ended December 31, 2024, our production was concentrated in the Neuquina Basin, mostly in our development hub in Vaca Muerta.
We have approximately 205,600 net acres located in the Vaca Muerta shale oil formation in six concessions: Bajada del Palo Oeste, Bajada del Palo Este, Águila Mora, Aguada Federal, Bandurria Norte and Coirón Amargo Norte. We operate 100% of our shale net acreage. As of December 31, 2024, we had tied-in 117 shale oil wells targeting the Vaca Muerta formation in Bajada del Palo Oeste, 17 wells in Bajada del Palo Este, 13 wells in Aguada Federal, and two wells in Águila Mora. This brought our shale production to 64.1 Mboe/d during 2024, up from 43.3 Mboe/d in 2023, boosted by strong individual well performance.
We have a significant inventory of up to approximately 1,150 ready-to-drill, short-cycle, drilling locations targeting the Vaca Muerta shale oil formation within our core development acreage, which provides us with more than 15 years of drilling inventory at the current drilling pace. Our drilling inventory is currently located in the Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal, Bandurria Norte, Águila Mora and Corión Amargo Norte blocks. We intend to expand our drilling inventory by testing additional landing zones. See “ —Drilling Activities .”
As of December 31, 2024, we also owned working interests in non-operated conventional assets in the Noroeste Basin. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in the Neuquina basin, effective March 1, 2023. See “ — Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .”
As of December 31, 2024, our total proved reserves in Argentina were 365.5 MMboe, of which 86% consisted of oil reserves. Our average daily production for the year ended December 31, 2024, was 69.0 Mboe/d, of which 86.6% was crude oil, 12.9% natural gas and the remaining 0.4% was NGL. We have reduced our average lifting cost from US$5.1 per boe during the year ended December 31, 2023, to US$4.6 per boe for the year ended December 31, 2024.
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Crude Oil Production and Natural Gas Production in Argentina
The table below outline the average oil, gas and NGL net production, for the periods ended December 31, 2024, 2023 and 2022.
|
Average net oil production
(Mbbl/d) (1) for the year ended December 31, |
Average net gas
production (MMm 3 /d) (1) for the year ended December 31, |
Average net
NGL production (Mbbl/d) (1) for the year ended December 31, |
||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | ||||||||||||||||||||||||||||
|
Block |
||||||||||||||||||||||||||||||||||||
|
Neuquina Basin |
||||||||||||||||||||||||||||||||||||
|
Bajada del Palo Oeste |
46.1 | 28.7 | 26.4 | 1.05 | 0.80 | 0.79 | 0.05 | 0.03 | — | |||||||||||||||||||||||||||
|
Bajada del Palo Este |
6.0 | 4.4 | 2.5 | 0.06 | 0.06 | 0.06 | 0.02 | 0.05 | 0.03 | |||||||||||||||||||||||||||
|
Aguada Federal |
4.3 | 2.3 | 1.2 | 0.08 | 0.05 | 0.03 | 0.01 | 0.00 | — | |||||||||||||||||||||||||||
|
Águila Mora |
0.7 | 1.2 | — | 0.04 | 0.02 | — | — | — | — | |||||||||||||||||||||||||||
|
Bandurria Norte |
0.0 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
|
Entre Lomas Río Negro (3) |
0.9 | 1.1 | 2.4 | 0.9 | 0.08 | 0.12 | 0.20 | 0.27 | 0.36 | |||||||||||||||||||||||||||
|
Jagüel de los Machos (3) |
0.7 | 1.0 | 2.2 | 0.05 | 0.05 | 0.11 | — | — | — | |||||||||||||||||||||||||||
|
25 de Mayo–Medanito SE (3) |
0.7 | 1.0 | 2.3 | 0.01 | 0.01 | 0.03 | — | — | — | |||||||||||||||||||||||||||
|
Entre Lomas Neuquén (3) |
0.4 | 0.4 | 1.0 | 0.01 | 0.02 | 0.08 | 0.02 | 0.06 | 0.05 | |||||||||||||||||||||||||||
|
Jarilla Quemada (2) (3) |
0.1 | 0.1 | 0.2 | 0.01 | 0.01 | 0.01 | 0.00 | 0.01 | 0.01 | |||||||||||||||||||||||||||
|
Coirón Amargo Norte |
0.1 | 0.2 | 0.2 | 0.00 | 0.00 | 0.00 | — | — | — | |||||||||||||||||||||||||||
|
Charco del Palenque (2) (3) |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
|
Noroeste Basin |
||||||||||||||||||||||||||||||||||||
|
Acambuco |
0.0 | 0.0 | 0.0 | 0.01 | 0.02 | 0.02 | — | — | — | |||||||||||||||||||||||||||
| (1) |
Oil production is comprised of the production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of the production of propane and butane (LPG) and excludes natural gasoline. |
| (2) |
Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
| (3) |
Assets transferred to Aconcagua, effective on March 1, 2023. See “—Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .” |
Concessions
Our Argentine concession agreements have no change of control provisions, though any assignment of these concessions is subject to the prior authorization by the provincial executive branch where the concession is located. For the four years prior to the expiration of each of these concessions, the concession holder must provide technical and commercial justifications for leaving any inactive and non-producing wells unplugged. Each of these concessions can be terminated for default in payment obligations and/or breach of material statutory or regulatory obligations. We may also voluntarily relinquish acreage to the Argentine authorities.
As of the date of this annual report, we have working interests in the following oil and gas concessions in Argentina:
Bajada del Palo Oeste
Bajada del Palo Oeste has 62,641 gross acres with exposure to core shale oil in the Vaca Muerta acreage. Our current drilling inventory targeting the Vaca Muerta shale oil formation amounts to up to 550 locations located in this concession. We intend to expand such drilling inventory by testing additional stacked pay zones.
We are the operator and holder of 100% of the unconventional exploitation concession granted for the Bajada del Palo Oeste block in the Neuquina Basin located in the Province of Neuquén. This block has proved reserves of 240.7 MMboe of shale reserves and 1.5 MMboe of conventional reserves as of December 31, 2024, and production of 52.8 Mboe/d (87% representing oil) for the year ended December 31, 2024. The 35-year term unconventional exploitation concession was granted to us in December 2019 and expires on December 19, 2053. In connection with the granting of such unconventional concession, as of December 31, 2024, we have already fulfilled the commitment to drill eight horizontal wells for a total investment of US$105.6 and US$14.7 million related facilities.
During 2024, we completed and tied-in nine pads (pad BPO-22 to BPO-30), adding 34 shale oil wells and taking the shale oil well count in Bajada del Palo Oeste to 117 at year-end 2024. Total shale production in 2024 increased to 64.1 Mboe/d, out of which 52.2 Mboe/d corresponds to the shale production of Bajada del Palo Oeste.
We believe the productivity of our wells demonstrate the quality of our Vaca Muerta acreage. As of December 31, 2024, the cumulative production of our average well after 720 days on production (represented by the wells in pads BPO-1 to BPO-14) was performing 6% above our Bajada del Palo Oeste type curve.
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| (1) |
Normalized to a standard well design of 2,800 meters lateral length and 47 frac stages well |
| (2) |
Normalized average cumulative production of wells in pads BPO-1 to BPO-30 for 90 days, pads BPO-1 to BPO-21 for one year, and pads BPO-1 to BPO-15 for two years. Excludes cube development pilot in pads BPO-16 and BPO-17 |
Additionally, the 90-day performance of our first 90 wells compares favorably with horizontal oil wells drilled in Vaca Muerta and tied in since 2012, as shown in the charts below. We believe this reflects the quality of our acreage and our leading operating performance among peers.
On June 28, 2021, Vista Argentina formed an unincorporated joint venture with Trafigura for the joint development of five pads, each consisting of four wells at Bajada del Palo Oeste, effective July 1, 2021 (“ Farm-out Agreement I ”). Under the Farm-out Agreement I, Trafigura has a contractual right to 20% of the hydrocarbon production and an obligation to cover 20% of the capital expenditures, royalties, and direct taxes. In turn, Trafigura paid Vista Argentina a total of US$25,000,000 in instalments and a fee for various costs. Vista Argentina retains 80% of the hydrocarbon production rights and born 80% of the associated costs. Trafigura also had an option to participate in two additional pads under similar terms. As of the date of this annual report, seven pads comprising 28 wells have been completed under Farm-out Agreement I.
On October 11, 2022, Vista Argentina entered into a similar joint venture with Trafigura for the development of three additional pads at Bajada del Palo Oeste, effective October 1, 2022 (“ Farm-out Agreement II ,” and together with Farm-out Agreement I, the “ Farm-out Agreements ”). Under Farm-out Agreement II, Trafigura has contractual right to 25% of the hydrocarbon production and an obligation to cover 25% of the capital expenditures and related costs, royalties, and direct taxes. In turn, Trafigura also agreed to pay Vista Argentina US$1,700,000 per tied-in well and additional fees based on production and crude oil price improvements. Vista retains 75% of the production rights and born 75% of the costs. The Farm-out Agreement II also extended a crude oil sales and purchase agreement with Trafigura. As of the date of this annual report, three pads with 12 wells have been completed under Farm-out Agreement II.
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On December 16, 2024, Vista Argentina agreed to assume Trafigura’s interest in the Farm-out Agreements, effective January 1, 2025. As a result, as of the date of this annual report, Vista Argentina holds rights to 100% of the production from the pads subject to the terms in the Trafigura Agreement. See “ —Recent Development—Farm-out Agreements. ”
Bajada del Palo Este
We are the operator and holder of 100% of the exploitation concession granted for the Bajada del Palo Este block in the Neuquina Basin located in the Province of Neuquén. Bajada del Palo Este has 48,853 gross acres with exposure to shale oil Vaca Muerta acreage. We estimate there are up to 150 new well locations to be drilled in this block.
As of December 31, 2024, we had tied-in 17 shale wells on the block. This block has 73.2 MMboe of shale reserves and 0.2 MMboe of conventional reserves as of December 31, 2024. Production of the block was 6.4 Mboe/d (94% representing oil) for the year ended December 31, 2024.
The 35-year term unconventional exploitation concession was granted on December 20, 2018, and expires on December 19, 2053. The unconventional exploitation concession includes a commitment to perform an initial pilot plan, during which Vista committed to (i) drill five new horizontal wells, and (ii) construct surface facilities, for a total investment of approximately US$51.9 million. As of December 31, 2024, we have no pending commitments in this block.
Aguada Federal
Aguada Federal is an unconventional exploitation concession in the Neuquina Basin located in the Province of Neuquén, covering approximately 24,058 gross acres. On September 16, 2021, we acquired a 50% non-operated working interest in Aguada Federal from ConocoPhillips Petroleum Holdings B.V. (“ ConocoPhillips ”) On January 17, 2022, we acquired an additional 50% non-operated working interest from Wintershall DEA Argentina S.A. and, therefore, as of such date, we became the operator and sole concession holder of the block.
As of December 31, 2024, we had tied-in 13 shale wells on the block. The block had proved reserves of 45.1 MMboe as of December 31, 2024, and production of 4.8 Mboe/d (72% representing oil) for the year ended December 31, 2024. We estimate that there are up to 150 new well locations to be drilled in this block. The concession expires on December 20, 2050. As of the date of this annual report, we have no pending commitments in this block.
Águila Mora
We are the operator and holder of a 90% participation interest in the unincorporated joint venture with Gas y Petróleo del Neuquén S.A. (“ G&P ”) (which owns the remaining 10% participation interest) for the unconventional exploitation concession over the Águila Mora block in the Neuquina Basin located in the Province of Neuquén, which covers approximately 23,475 gross acres. The block had proved reserves of 0.5 MMboe as of December 31, 2024, and production of 0.9 Mboe/d (72% representing oil) for the year ended December 31, 2024. We estimate there are up to 100 new well locations to be drilled in this block.
On November 29, 2019, the Province of Neuquén issued the Decree No. 2597 pursuant to which G&P was granted an unconventional exploitation concession over the Águila Mora block for a term of 35 years (renewable upon termination and subject to certain conditions for successive 10-year extensions) in replacement of the existing exploration permit over the block.
G&P holds the mining rights over Águila Mora. Vista (i) holds a 90% working interest in a joint venture with G&P for the E&P of the hydrocarbons in Águila Mora; and (ii) is the operator of Águila Mora.
The abovementioned unconventional exploitation concession includes the commitment to perform an initial pilot, during which Vista committed to (i) return to production three wells previously drilled and completed by the former operator, (ii) drill two new horizontal wells, and (iii) build surface facilities, for a total investment of approximately US$32.8 million. As of the date of this annual report, we have no pending commitments. The concession expires on November 28, 2055.
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Bandurria Norte
Bandurria Norte is an unconventional exploitation concession in the Neuquina Basin located in the Province of Neuquén, which covers approximately 26,404 gross acres. On September 16, 2021, we acquired a 50% non-operated working interest in the Bandurria Norte concession from ConocoPhillips. On January 17, 2022, we acquired an additional 50% working interest from Wintershall DEA Argentina S.A. and therefore, as of such date, we became the operator and sole concession holder of the block. The block has no proved reserves as of December 31, 2024, and has production of 0.01 Mboe/d (100% representing oil) for the year ended December 31, 2024. Since 2017, a total of four horizontal wells have been drilled in this concession, all of which proved hydrocarbon production, prior to being shut-in in 2019. We estimate there are up to 150 new well locations to be drilled in this block. The concession expires in 2050. As of the date of this annual report, we have no pending commitments in this block.
Coirón Amargo Norte
We are the operator and holder of an 84.6% working interest in the unincorporated joint venture for the exploitation concession for Coirón Amargo Norte in the Neuquina Basin located in the Province of Neuquén, which covers approximately 26,598 gross acres. This block has no proved reserves as of December 31, 2024, and has a production of 0.1 Mboe/d (84% representing oil) for the year ended December 31, 2024. The concession expires on February 22, 2037. There are no pending capital commitments.
Based on the solid productivity results of our pilot in Bajada del Palo Este, we have added 50 new well locations to the drilling inventory in Coirón Amargo Norte.
Acambuco
We hold a 1.5% working interest in the unincorporated joint venture for the exploitation concession for Acambuco in the Noroeste Basin located in the Province of Salta, which covers approximately 293,747 gross acres. The operator of this block is Pan American which holds a 52% interest. The remaining interests are held by YPF, which holds 22.5% interest, Shell Argentina, which holds 22.5%, and Northwest Argentina, which holds the remaining 1.5% interest. This block has proved net reserves of 0.5 MMboe as of December 31, 2024, and a net production of 0.1 Mboe/d (31% representing oil) for the year ended December 31, 2024. San Pedrito Exploitation lot under the Acambuco concession expires in 2036, whereas the Macueta Exploitation lot, also under the Acambuco concession, expires in 2040. There are no pending capital commitments.
CAT Exploitation Concessions
As a result of the Conventional Assets Transaction, effective March 1, 2023, Aconcagua became the operator of the following concessions in the Neuquina basin, in Argentina: Entre Lomas Neuquén, located in the Province of Neuquén, and Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito SE, each located in the Province of Río Negro. Vista remains the concession title holder until no later than the final closing date on February 28, 2027, when the CAT Exploitation Concessions will be transferred to Aconcagua, subject to provincial approvals. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .”
On December 6, 2024, pursuant to Decree No. 491/2024, the Province of Río Negro approved a 10-year extension in favor of Vista Argentina for its non-operated conventional exploitation concessions in the following areas: (i) Entre Lomas and 25 de Mayo–Medanito SE, together with their associated transportation concessions, each extended until 2036; and (ii) Jagüel de los Machos, extended until 2035. In connection with the extension of these concessions, the Company assumed additional investment commitments, as described below.
As of the date of this annual report, the Company had the following pending commitments, including those assumed under the terms of the above-mentioned concession extensions. In Entre Lomas, Río Negro, the Company is committed to drilling and completing four development wells with an estimated cost of US$10.5 million, making capital investments in 21 well workovers and abandoning two wells for an estimated cost of US$7.0 million, and
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adjusting new and existing facilities for an estimated cost of US$3.1 million. In 25 de Mayo–Medanito SE and Jagüel de los Machos, the Company is committed to drilling and completing five development wells with an estimated cost of US$7.7 million, making capital investments in 23 well workovers and abandoning 19 wells for an estimated cost of US$10.0 million, and adjusting new and existing facilities for an estimated cost of US$1.4 million. Pursuant to the Conventional Assets Transaction Agreement, Aconcagua has assumed all investment commitments, as well as costs, taxes, and royalties related to the CAT Exploitation Concessions.
Vista retains the right to explore and develop the Vaca Muerta formation in the CAT Exploitation Concessions and seek to obtain one or more independent and separate unconventional concessions to develop such resources.
Overview of Exploitation Concessions in Argentina
For an overview of the framework governing oil and gas exploitation concessions in Argentina, see “ — Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina. ”
Mexico
CS-01 Block
We hold a 100% interest in the license agreement entered into with CNH for block CS-01, which we operate. The block covers approximately 14,332 gross acres and is located in the state of Tabasco. As of December 31, 2024, the block had proved reserves of 9.8 MMboe. During 2024, average production of CS-01 was 0.6 Mboe/d (97% representing oil). This license agreement will terminate in 2047. As of the date of this annual report, we have no pending investment commitments.
Oil and Natural Gas Reserves
Reserves
The information included in this annual report regarding proved reserves is derived from estimates of the proved reserves as of December 31, 2024, in the 2024 Reserves Report prepared by D&M. The 2024 Reserves Report is included as Exhibit 99.1 to this annual report.
D&M is an independent reserves engineering consultant. The 2024 Reserves Report is based on information provided by us and presents an appraisal as of December 31, 2024, of oil and gas reserves located in the Entre Lomas Río Negro, Entre Lomas Neuquén, Bajada del Palo Oeste, Bajada del Palo Este, Charco del Palenque, Jarilla Quemada, Coirón Amargo Norte, Acambuco, Jagüel de los Machos, 25 de Mayo–Medanito SE, Aguada Federal, Águila Mora and Bandurria Norte blocks in Argentina and of our oil and gas reserves located in the CS-01 block in Mexico.
We believe our evaluators’ estimates of remaining proved recoverable oil and gas reserve volumes to be reasonable. Pursuant to Rule 4-10 of Regulation S-X, promulgated by the SEC, proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible-from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations-prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
The Company considers that its remaining estimated volumes of oil and gas proved recoverable reserves are fair and that these estimates were prepared according to SEC regulations and ASC 932, as amended. Consequently, crude oil prices used in determining proved reserves were the average price during the 12 months prior to the end date of December 31, 2024, and 2023, respectively, determined as an unweighted average of the first day of the month for each month within these periods. Moreover, since there are no natural gas prices available in the benchmark market in Argentina, we used the average gas prices for the previous year to determine gas reserves. In addition, for certain gas volumes, Vista will obtain an incentive price subsidized by the Argentine government through Plan GasAr round. A weighted average price is estimated for certain areas per subsidized and unsubsidized volume.
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Table of Contents
The following table sets forth summary information about the oil and natural gas net proved developed and undeveloped reserves of the assets owned by Vista in Argentina and Mexico as of December 31, 2024. The proved developed and undeveloped reserves estimates included below were calculated at their respective working interest percentages.
|
Crude oil,
condensate and NGL (1) (MMbbl) |
Consumption
plus natural gas sales (2) (MMboe) |
Consumption
plus natural gas sales (2) (Bcf) |
Total
proved reserves (MMboe) |
% Oil | ||||||||||||||||
|
Net Proved developed: |
109.1 | 20.1 | 113.0 | 129.2 | 84 | % | ||||||||||||||
|
Argentina |
107.0 | 19.4 | 109.0 | 126.4 | 85 | % | ||||||||||||||
|
Mexico |
2.1 | 0.7 | 4.0 | 2.8 | 74 | % | ||||||||||||||
|
Net Proved undeveloped: |
213.5 | 32.5 | 182.6 | 246.0 | 87 | % | ||||||||||||||
|
Argentina |
208.2 | 30.9 | 173.2 | 239.1 | 87 | % | ||||||||||||||
|
Mexico |
5.3 | 1.7 | 9.4 | 6.9 | 76 | % | ||||||||||||||
|
Total Net Proved |
322.6 | 52.7 | 295.7 | 375.2 | 86 | % | ||||||||||||||
|
Argentina |
315.2 | 50.3 | 282.3 | 365.5 | 86 | % | ||||||||||||||
|
Mexico |
7.4 | 2.4 | 13.4 | 9.8 | 76 | % | ||||||||||||||
Total figures may not add up due to rounding.
| (1) |
Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 1% of our proved developed and undeveloped reserves as of December 31, 2024, respectively. |
| (2) |
Natural gas consumption represented 9% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2023, and 12% as of December 31, 2024. |
As of December 31, 2024, the oil and gas proved reserves of the assets we own (developed and undeveloped) totaled 375.2 MMboe (322.6 MMbbl of oil, condensate and NGL and 295.7 Bncf, or 52.7 MMboe of gas). Proved undeveloped reserves of crude oil, condensate and NGL represented 57% of our total proved reserves.
| Total Proved Developed | Total Proved Undeveloped | Total Proved | ||||||||||||||||||||||||||||||||||||||||||||||
|
Crude oil,
condensate and NGL (1) |
Consumption
plus natural gas sales (2) |
Total of
oil and gas proved developed reserves |
Crude oil,
condensate and NGL (1) |
Consumption
plus natural gas sales (2) |
Total of oil
and gas proved undeveloped reserves |
Crude oil,
condensate and NGL (1) |
Consumption plus
natural gas sales (2) |
Total of
oil and gas proved reserves |
||||||||||||||||||||||||||||||||||||||||
| (MMbbl) | (MMboe) | (Bcf) | (MMboe) | (MMbbl) | (MMboe) | (Bcf) | (MMboe) | (MMbbl) | (MMboe) | (Bcf) | (MMboe) | |||||||||||||||||||||||||||||||||||||
|
Argentina: |
||||||||||||||||||||||||||||||||||||||||||||||||
|
Bajada del Palo Oeste |
80.8 | 14.3 | 80.3 | 95.1 | 125.9 | 21.3 | 119.8 | 147.2 | 206.6 | 35.6 | 200.1 | 242.3 | ||||||||||||||||||||||||||||||||||||
|
Bajada del Palo Este |
17.2 | 1.7 | 9.7 | 18.9 | 50.3 | 4.1 | 23.2 | 54.4 | 67.5 | 5.8 | 32.8 | 73.4 | ||||||||||||||||||||||||||||||||||||
|
Charco del Palenque |
0.1 | 0.0 | 0.2 | 0.1 | 0.0 | 0.0 | 0.0 | 0.0 | 0.1 | 0.0 | 0.2 | 0.1 | ||||||||||||||||||||||||||||||||||||
|
Coirón Amargo Norte |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||||||||||||||||||
|
Entre Lomas Rio Negro |
0.7 | 1.2 | 6.9 | 2.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.7 | 1.2 | 6.9 | 2.0 | ||||||||||||||||||||||||||||||||||||
|
Entre Lomas Neuquén |
0.1 | 0.1 | 0.6 | 0.2 | 0.0 | 0.0 | 0.0 | 0.0 | 0.1 | 0.1 | 0.6 | 0.2 | ||||||||||||||||||||||||||||||||||||
|
Jagüel de los Machos |
0.4 | 0.3 | 1.8 | 0.8 | 0.0 | 0.0 | 0.0 | 0.0 | 0.4 | 0.3 | 1.8 | 0.8 | ||||||||||||||||||||||||||||||||||||
|
Jarilla Quemada |
0.0 | 0.0 | 0.2 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.2 | 0.0 | ||||||||||||||||||||||||||||||||||||
|
25 de Mayo–Medanito SE |
0.5 | 0.1 | 0.7 | 0.6 | 0.0 | 0.0 | 0.0 | 0.0 | 0.5 | 0.1 | 0.7 | 0.6 | ||||||||||||||||||||||||||||||||||||
|
Acambuco |
0.1 | 0.5 | 2.6 | 0.5 | 0.0 | 0.0 | 0.0 | 0.0 | 0.1 | 0.5 | 2.6 | 0.5 | ||||||||||||||||||||||||||||||||||||
|
Aguada Federal |
6.7 | 1.0 | 5.4 | 7.6 | 32.0 | 5.4 | 30.3 | 37.4 | 38.7 | 6.4 | 35.7 | 45.1 | ||||||||||||||||||||||||||||||||||||
|
Águila Mora |
0.4 | 0.1 | 0.6 | 0.5 | 0.0 | 0.0 | 0.0 | 0.0 | 0.4 | 0.1 | 0.6 | 0.5 | ||||||||||||||||||||||||||||||||||||
|
Bandurria Norte |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||||||||||||||||||
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Table of Contents
| Total Proved Developed | Total Proved Undeveloped | Total Proved | ||||||||||||||||||||||||||||||||||||||||||||||
|
Crude oil,
condensate and NGL (1) |
Consumption
plus natural gas sales (2) |
Total of
oil and gas proved developed reserves |
Crude oil,
condensate and NGL (1) |
Consumption
plus natural gas sales (2) |
Total of oil
and gas proved undeveloped reserves |
Crude oil,
condensate and NGL (1) |
Consumption plus
natural gas sales (2) |
Total of
oil and gas proved reserves |
||||||||||||||||||||||||||||||||||||||||
| (MMbbl) | (MMboe) | (Bcf) | (MMboe) | (MMbbl) | (MMboe) | (Bcf) | (MMboe) | (MMbbl) | (MMboe) | (Bcf) | (MMboe) | |||||||||||||||||||||||||||||||||||||
|
Argentina Subtotal |
107.0 | 19.4 | 109.0 | 126.4 | 208.2 | 30.9 | 173.2 | 239.1 | 315.2 | 50.3 | 282.3 | 365.5 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
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|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Mexico: |
||||||||||||||||||||||||||||||||||||||||||||||||
|
CS-01 |
2.1 | 0.7 | 4.0 | 2.8 | 5.3 | 1.7 | 9.4 | 6.9 | 7.4 | 2.4 | 13.4 | 9.8 | ||||||||||||||||||||||||||||||||||||
|
Mexico Subtotal |
2.1 | 0.7 | 4.0 | 2.8 | 5.3 | 1.7 | 9.4 | 6.9 | 7.4 | 2.4 | 13.4 | 9.8 | ||||||||||||||||||||||||||||||||||||
|
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|
|
|
|
|
|
|||||||||||||||||||||||||
|
Total |
109.1 | 20.1 | 113.0 | 129.2 | 213.5 | 32.5 | 182.6 | 246.0 | 322.6 | 52.7 | 295.7 | 375.2 | ||||||||||||||||||||||||||||||||||||
| (1) |
Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented less than 1% of our proved developed and undeveloped reserves as of December 31, 2024. |
| (2) |
Natural gas consumption represented 9% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2023, and 12% as of December 31, 2024. |
Changes in our proved undeveloped reserves during 2024
As of December 31, 2024, we had an estimated volume of proved undeveloped reserves of 246.0 MMboe. This compares to an estimate of proved undeveloped reserves of 229.7 MMboe as of December 31, 2023. The total increase of 16.3 MMboe (+16.6 MMbbl of crude oil, condensate and NGL and -2.09 Bcf of natural gas) in proved undeveloped reserves in 2024 is attributable to:
Argentina :
| • |
An increase of 53.16 MMboe (+48.04 of crude oil, condensate and NGL and +28.75 Bcf of natural gas) due to extensions and discoveries, mainly related to the drilling activity targeting the Vaca Muerta formation in: (a) the Aguada Federal concession (+4.11 MMbbl of crude oil, condensate and NGL and +3.48 Bcf of natural gas), (b) the Bajada del Palo Este concession (+24.9 MMbbl of crude oil, condensate and NGL and +12.55 Bcf of natural gas) and (c) the Bajada del Palo Oeste concession (+19.64 MMbbl of crude oil, condensate and NGL and +12.72 Bcf of natural gas); |
| • |
A decrease of 35.63 MMboe (-30.92 MMbbl of crude oil, condensate and NGL and -26.47 Bcf of natural gas) due to the conversion of proved undeveloped reserves to proved developed reserves as a result of: (a) the drilling success in Vaca Muerta formation of 21 wells (five pads) in Bajada del Palo Oeste (-24.99 MMbbl of crude oil, condensate and NGL and -23.36 Bcf of natural gas); (b) the drilling success of five wells (two pads) in Bajada del Palo Este (-5.61 MMbbl of crude oil, condensate and NGL and -2.82 Bcf of natural gas); and (c) the recategorizations in Bajada del Palo Oeste ( i.e. , Farm-out Agreements) (-0.32 MMbbl of crude oil, condensate and NGL and -0.29 Bcf of natural gas); and |
| • |
A decrease of 0.69 MMboe (-0.28 MMbbl of crude oil, condensate and NGL and -2.32 Bcf of natural gas) due to revisions to previous estimates related to: (a) changes in the development plan in Bajada del Palo Este conventional (-0.17 MMbbl of crude oil, condensate and NGL and -0.44 Bcf of natural gas); (b) an adjustment in Aguada Federal due to the latest well results (-0.82 Bcf of natural gas); and (c) combined effects in other blocks (-0.11 MMbbl of crude oil, condensate and NGL and -1.06 Bcf of natural gas); |
Mexico :
| • |
A decrease of 0.58 MMboe (-0.22 MMbbl of crude oil, condensate and NGL and -2.05 Bcf of natural gas) related to the revision to previous estimates due to the change in proved undeveloped reserves plan due to the latest results in the drilling campaign. |
During 2024, we invested US$442.1 million (corresponding to the drilling, completion and tie-in activities and tie-in facilities of 26 gross or net new shale wells) to convert proved undeveloped reserves to proved developed reserves. During 2023, we invested US$200.9 million (corresponding to the drilling, completion and tie-in activities of 16 gross new shale wells or 14 net new shale wells) to convert proved undeveloped reserves to proved developed reserves.
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Table of Contents
We plan to put 100% of our reported 2024 year-end proved undeveloped reserves into production through activities to be implemented within five years of initial disclosure.
As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .”
Reserves Estimation Process—Internal Controls
We maintain an internal staff of petroleum engineers and geoscience professionals who work closely with our independent reserves engineering consultants to ensure the integrity, accuracy and timeliness of data used by our independent reserves engineering consultants in their estimation process and who have knowledge of the specific properties under evaluation. Our Chief Operations Officer, Matías Weissel, is primarily responsible for overseeing the preparation of our reserves estimates and for the internal control over our reserves estimation. He has more than 20 years of experience in E&P and oilfield services. See “ Item 6— Directors, Senior Management and Employees — Executive Team .”
In order to ensure the quality and consistency of our reserves estimates and reserves disclosures, we maintain and comply with a reserves process that satisfies the following key control objectives:
| • |
estimates are prepared using generally accepted practices and methodologies; |
| • |
estimates are prepared objectively and free of bias; |
| • |
estimates and changes therein are prepared on a timely basis; |
| • |
estimates and changes therein are properly supported and approved; and |
| • |
estimates and related disclosures are prepared in accordance with regulatory requirements. |
Throughout each fiscal year, our technical team meets with Independent Qualified Reserves Engineers, who are provided with full access to complete and accurate information pertaining to the properties to be evaluated and all applicable personnel. This independent assessment of the internally-generated reserves estimates is beneficial in ensuring that interpretations and judgments are reasonable and that the estimates are free of preparer and management bias.
Recognizing that reserves estimates are based on interpretations and judgments, there might be differences between the proved reserves estimates prepared by us and those prepared by an Independent Qualified Reserves Engineer. Although such differences were discussed in the technical meetings, the reports include figures estimated by our Independent Qualified Reserves Engineer. Once the process is finished, the Independent Qualified Reserves Engineer sends a preliminary copy of the reserves report to members of our senior management, who act as a Reserves Review Committee. Our Chief Operations Officer, Chief Technology Officer, Chief Executive Officer, Chief Financial Officer and Investor Relation and Strategic Planning Officer are part of this committee.
Independent Reserves Engineer Consultants
The 2024 reserves estimates of the assets we own in Argentina and Mexico were certified by D&M, a global oil and gas consultancy that has been offering technical, commercial, and strategic advice to the oil and gas industry since 1936. Vista asked D&M to prepare the 2024 Reserves Report which was issued on January 27, 2025, covering reserves as of December 31, 2024, of the assets we own in Argentina and Mexico. For the year ended December 31, 2024, the technical person within the third-party engineering firm overseeing the preparation of the reserves estimates presented in our filing for Argentina and Mexico was Mr. Federico Dordoni. For disclosure describing the qualifications of D&M’s technical person primarily responsible for overseeing our reserves evaluation, see Exhibit 99.1 to this annual report.
Technology Used in Reserves Estimation
According to SEC guidelines, proved reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with “ reasonable certainty ” to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation
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Table of Contents
The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within five years. The term “ reasonable certainty ” implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. Reasonable certainty can be established using techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.
There are various generally accepted methodologies for estimating reserves including volumetric, decline analysis, material balance, simulation models and analogies. Estimates may be prepared using any deterministic methods. The particular method chosen should be based on the evaluator’s professional judgment as being the most appropriate, given the geological nature of the property, the extent of its operating history and the quality of available information. It may be appropriate to employ several methods in reaching an estimate for the property.
Estimates must be prepared using all available information (open and cased hole logs, core analyses, geologic maps, seismic interpretation, production/injection data and pressure test analysis). Supporting data, such as working interest, royalties and operating costs, must be maintained and updated when such information changes materially.
Our estimated proved reserves as of December 31, 2024 are based on estimates generated through the integration of available and appropriate data, utilizing well-established technologies that have been demonstrated in the field to yield repeatable and consistent results. Data used in these integrated assessments include information obtained directly from the subsurface via wellbore, such as well logs, reservoir core samples, fluid samples, static and dynamic pressure information, production test data, and surveillance and performance information. The data utilized also include subsurface information obtained through indirect measurements, including high quality 2-D and 3-D seismic data, calibrated with available well controls. Where applicable, geological outcrop information was also utilized. The tools used to interpret and integrate all this data included both proprietary and commercial software for reservoir modeling, simulation and data analysis. In some circumstances, where appropriate analog reservoir models are available, reservoir parameters from these analog models were used to increase the reliability of our reserves estimates.
Acreage
As of December 31, 2024, our total developed and undeveloped operated acreage in Argentina and Mexico, both gross and net, was as follows. The table includes the total acreage by us and our subsidiaries, joint operations and associates.
| Total Acreage | Total Developed Acreage | Total Undeveloped Acreage | ||||||||||||||||||||||
| Gross | Net | Gross | Net | Gross | Net | |||||||||||||||||||
|
Argentina |
212,029 | 205,591 | 32,704 | 31,208 | 179,325 | 174,383 | ||||||||||||||||||
|
Mexico |
14,332 | 14,332 | 13,591 | 13,531 | 0,741 | 0,741 | ||||||||||||||||||
Figures are approximate amounts.
As of December 31, 2024, we held a non-operated working interest of 1.5% in Acambuco, which had 293,747 gross acres, of which 18,311 acres were developed and 275,436 acres were undeveloped. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. As of December 31, 2024, these assets had a combined gross acreage of 359,200, of which 70,178 acres were developed and 289,022 acres were undeveloped. See “ — Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .”
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Table of Contents
Productive Wells
As of December 31, 2024, we owned and operated 310 gross productive wells, 300 net productive wells and three injector wells. Below is a table showing our total gross and net operated productive wells in Argentina and Mexico as of December 31, 2024. The table includes the total gross and net operated productive wells by us and our subsidiaries. We did not drill any exploratory wells during 2024.
| Oil | Gas | Total | ||||||||||||||||||||||
| Gross | Net | Gross | Net | Gross | Net | |||||||||||||||||||
|
Argentina |
279 | 269 | 31 | 31 | 310 | 300 | ||||||||||||||||||
|
Mexico |
6 | 6 | 0 | 0 | 6 | 6 | ||||||||||||||||||
Figures are approximate amounts.
We hold a non-operated working interest of 1.5% in Acambuco. As of December 31, 2024, Acambuco had a total of five productive wells (representing five gross wells and zero net wells for the Company). As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. As of December 31, 2024, these assets had a total of 602 gross productive wells. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .”
Present Activities
The following table shows the number of wells in Argentina and Mexico, operated by Vista, that are in the process of being drilled or were in active completion stages, and the number of wells suspended or waiting on completion as of December 31, 2024. For more information on our present activities, see “ —Drilling Activities .”
|
Wells in process of being drilled or
in active completion in Argentina |
Wells in process of being drilled or
in active completion in Mexico |
|||||||
|
Oil wells |
||||||||
|
Gross |
28 | 0 | ||||||
|
Net |
28 | 0 | ||||||
|
Gas wells |
||||||||
|
Gross |
0 | 0 | ||||||
|
Net |
0 | 0 | ||||||
We hold a non-operated working interest of 1.5% in Acambuco. As of December 31, 2024, Acambuco had a total of zero wells in process of being drilled or in active completion. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. As of December 31, 2024, these assets had a total of two gross gas wells in process of being drilled or in active completion. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .”
Production
The following tables set forth information on our oil and natural gas production volumes in Argentina and Mexico for the years ended December 31, 2024, December 31, 2023 and December 31, 2022.
|
Production of Crude Oil
(1)
(in thousands barrels) |
Production of Natural gas
sales (2) (in millions of cubic feet) |
|||||||||||||||||||||||||||||||
|
Block |
Working
interest |
Operator | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | ||||||||||||||||||||||||
|
Argentina |
||||||||||||||||||||||||||||||||
|
Neuquina Basin |
||||||||||||||||||||||||||||||||
|
Bajada del Palo Oeste |
100 | % | Vista | 16,868.65 | 10,501.18 | 9,631.42 | 13,570.83 | 10,293.94 | 10,215.23 | |||||||||||||||||||||||
|
Bajada del Palo Este |
- | (4) | Vista | 2,190.28 | 1,623.49 | 928.21 | 733.45 | 813.83 | 812.97 | |||||||||||||||||||||||
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Table of Contents
|
Production of Crude Oil
(1)
(in thousands barrels) |
Production of Natural gas
sales (2) (in millions of cubic feet) |
|||||||||||||||||||||||||||||||
|
Block |
Working
interest |
Operator | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | ||||||||||||||||||||||||
|
Aguada Federal |
100 | % | Vista | 1,565.54 | 1,673.56 | 899.48 | 1,067.97 | 1,233.63 | 662.04 | |||||||||||||||||||||||
|
Águila Mora |
90 | % | Vista | 238.50 | 428.01 | — | 520.39 | 287.27 | — | |||||||||||||||||||||||
|
Bandurria Norte |
100 | % | Vista | 2.48 | — | — | — | — | — | |||||||||||||||||||||||
|
Entre Lomas Río Negro |
- | (4) | Aconcagua | (4) | 320.97 | 500.42 | 990.52 | 1,199.41 | 1,065.73 | 1,483.85 | ||||||||||||||||||||||
|
Jagüel de los Machos |
- | (4) | Aconcagua | (4) | 248.79 | 352.14 | 811.20 | 635.16 | 594.19 | 1,407.85 | ||||||||||||||||||||||
|
25 de Mayo–Medanito SE |
- | (4) | Aconcagua | (4) | 256.49 | 373.90 | 829.10 | 126.67 | 166.53 | 414.39 | ||||||||||||||||||||||
|
Entre Lomas Neuquén |
- | (4) | Aconcagua | (4) | 131.68 | 170.82 | 374.04 | 132.00 | 200.85 | 1,035.63 | ||||||||||||||||||||||
|
Jarilla Quemada (3) |
- | (4) | Aconcagua | (4) | 30.85 | 43.65 | 78.45 | 123.92 | 150.08 | 123.56 | ||||||||||||||||||||||
|
Coirón Amargo Norte |
86.4 | % | Vista | 25.39 | 60.57 | 77.10 | 27.43 | 14.55 | 15.73 | |||||||||||||||||||||||
|
Charco del Palenque (3) |
- | (4) | Aconcagua | (4) | — | — | — | — | — | — | ||||||||||||||||||||||
|
Noroeste Basin |
||||||||||||||||||||||||||||||||
|
Acambuco |
1.5 | % | Pan American | 14.45 | 6.41 | 5.94 | 180.31 | 304.00 | 258.91 | |||||||||||||||||||||||
|
Mexico |
||||||||||||||||||||||||||||||||
|
CS-01 |
100 | % | Vista | 218.76 | 227.40 | 167.19 | 35.03 | 77.03 | 31.39 | |||||||||||||||||||||||
| (1) |
Oil production is comprised of production of crude oil, condensate, natural gasoline, and NGLs. |
| (2) |
Natural gas production excludes natural gas consumption. |
| (3) |
Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). |
| (4) |
Assets transferred to Aconcagua, effective on March 1, 2023. See “—Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .” |
As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .”
Capital Expenditures
As of the year ended December 31, 2024, we invested US$1,296.8 million, of which US$996.3 million correspond to drilling and completion activity in Vaca Muerta, where we completed 50 new net wells during the year. As of the year ended December 31, 2024, capital expenditures in development facilities were US$228.8 million and capital expenditures in geological and geophysical studies, IT and other projects totaled US$71.6 million.
As of the year ended December 31, 2023, we invested US$734.3 million, of which US$501.9 million correspond to drilling and completion activity in Vaca Muerta, where we completed 31 new net wells during the year. As of the year ended December 31, 2024, capital expenditures in development facilities were US$168.7 million and capital expenditures in geological and geophysical studies, IT and other projects totaled US$63.7 million.
As of the year ended December 31, 2022, we invested US$540.0 million, of which US$361.6 million correspond to our Vaca Muerta development, where we completed 26 new net wells during the year. As of the year ended December 31, 2024, capital expenditures in conventional drilling and workover activities were US$12.5 million and capital expenditures in associated facilities and others totaled US$165.9 million.
Drilling Activities
As of the date of this annual report, our drilling activities are concentrated in Argentina.
During the year ended December 31, 2024, as operators, we drilled 50 net wells in Argentina and zero net wells in Mexico and performed zero workovers. All of these drilled and completed net wells targeted oil-weighted formations and no net wells targeted gas formations.
During the year ended December 31, 2023, as operators, we drilled 32 net wells in Argentina and six net wells in Mexico and performed one workovers. All of these drilled and completed net wells targeted oil-weighted formations and no net wells targeted gas formations.
During the year ended December 31, 2022, as operators, we drilled 26 net wells and performed five workovers. Among the drilled and completed wells, 24 new net wells targeted oil-weighted formations, whereas two net wells targeted gas formations.
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The tables below set forth the number of net wells drilled by us as operators in each of the last three years, by type (development or exploratory) and productivity (productive or dry).
Argentina
|
For the Year Ended December 31, |
Oil development net well – productive |
Gas development net well – productive |
Oil development net well – dry |
Gas development net well – dry |
Exploratory net well – productive |
Exploratory net well –
|
||||||
| 2022 | 24 | 2 | 0 | 0 | 0 | 0 | ||||||
| 2023 | 32 | 0 | 0 | 0 | 0 | 0 | ||||||
| 2024 | 50 | 0 | 0 | 0 | 0 | 0 |
Mexico
|
For the Year Ended December 31, |
Oil development net well – productive |
Gas development net well – productive |
Oil development net well – dry |
Gas development net well – dry |
Exploratory net well – productive |
Exploratory net well –
|
||||||
| 2022 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
| 2023 | 0 | 0 | 0 | 0 | 6 | 0 | ||||||
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 |
We hold a non-operated working interest of 1.5% in Acambuco. During the year ended December 31, 2024, we did not participate in any drilling activities in Acambuco. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. During the year ended December 31, 2024, two gross wells were drilled in these assets. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .”
One Team Contracts
We use a contracting approach (“ One Team Contracts ”) which aims to align the economic interests of Vista and key contractors through performance-based remunerations. Operationally, we aim to integrate our operating team with our service providers’ team by sharing common objectives and goals and by using same key performance indicators, which provide economic incentives to the personnel of all companies working under the One Team Contracts scope. The One Team Contracts program covers the most important suppliers in our shale oil development: (i) One Team Drilling, which involves SLB and Nabors drilling, and (ii) One Team Completion, which involves SLB and Brent Energía y Servicios.
Transportation and Treatment
In our operated blocks in Argentina, we treat and transport our oil, gas and water production in existing transportation treatment facilities that have sufficient capacity to process and deliver our current hydrocarbon production. As of the date of this annual report, these existing treatment facilities are comprised of several oil and gas pipelines, nine tank batteries distributed throughout the blocks, two oil treatment plant, two water treatment plants and six gas compression stations.
All multiphase production from Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal and Coirón Amargo Norte is gathered at primary separation batteries. The oil is then transported via pipeline to the Entre Lomas treatment plant, which has a processing capacity of 75,000 barrels per day, where it is treated to meet sales specifications. Oil for sale is subsequently transported from the Entre Lomas processing plant into the Oldelval pipeline system. In 2024, a second oil processing plant, with a capacity of 15,000 barrels per day, was commissioned at Bajada del Palo Oeste. Oil for sale from this facility is pumped into the Vaca Muerta Norte pipeline, which connects to Chile through the Trasandino pipeline.
Water is treated at, and pumped to disposal wells from, the Bajada del Palo water treatment plant (PIAS Borde Montuoso; 25,000 bbl/d capacity) and the Entre Lomas water treatment plant (80,000 bbl/d capacity). Gas production from Bajada del Palo Oeste and shale production of Bajada del Palo Este is compressed and dehydrated in four compressor stations.
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Gas for sale is injected into TGS Vaca Muerta system at Tratayen for further treatment, and finally injected into the TGS or TGN systems. Part of the gas production from Aguada Federal is boosted and sent to a low-pressure gathering system in a neighboring block. Gas is then treated and compressed into TGS sales pipelines.
During 2024, new capacity for high pressure gas evacuation was installed, allowing the integration of Aguada Federal with the Bajada del Palo Oeste gas evacuation system. Gas from Coirón Amargo Norte is dehydrated and injected into the TGN Centro Oeste system. Conventional Gas from Bajada del Palo Este production is injected into Entre Lomas gas treatment plant (45 MMscf/d capacity), which injects spec gas into the TGS system.
Águila Mora production is separated in the block. Gas is compressed, dehydrated and injected into a gas pipeline on a neighboring block, which injects into the TGS Vaca Muerta system. Oil and water produced in Águila Mora are trucked to a tank battery at Bajada del Palo Oeste, where fluids are incorporated into the Bajada del Palo Oeste systems described above.
As a result of the Conventional Assets Transaction with Aconcagua, the gas complex in Entre Lomas Central Production Facility is now operated by Aconcagua. Vista Argentina and Aconcagua have signed two agreements, whereby (i) Aconcagua will treat and dispatch the natural gas corresponding to Vista Argentina injected at the Entre Lomas Central Production Facility, and (ii) Vista Argentina will treat and transport the crude oil and water corresponding to Aconcagua arising from Agua Amarga and Entre Lomas.
Midstream
Once treated, we use the oil pipeline system and oil tankers to transport oil to our customers. Oil is customarily sold through contracts whereby producers are responsible for transporting produced oil from the field to refinery gate or a port for shipping, with all costs and risks associated with transportation borne by the producer. Gas, however, is sold at the point of injection of the gas pipeline system near the oil field and, therefore, the customer bears all transportation costs and risks associated therewith.
Oil and gas transportation in Argentina partly operates in an “ open access ” non-discriminatory environment under which producers have equal and open access to the transportation infrastructure. Under certain open access rules, transportation capacity can be secured by oil producers if oil production levels are sustained month over month. As of the date of this annual report, we have secured open access capacity in the Oldelval pipeline. In addition, we maintain storage capacity at the oil Terminal located in Puerto Rosales, near Bahía Blanca from which oil is delivered to our end customers.
As of the date of this report, our existing open access capacity in Oldelval was 43 Mbbl/d (includes 9 Mbbl/d corresponding to friction-reducing agents in use as of May 2024). In addition, we hold 12 Mbbl/d of pipeline capacity in the Vaca Muerta Norte and Trasandino pipelines to access Chile. We are also awarded a crude oil transportation capacity of 31.5 Mbbl/d in the project to expand the Oldelval pipeline from Allen to Puerto Rosales, which became fully online during March 2025. As a result, as of the date of this report, we held approximately 87 Mbbl/d of oil pipeline transportation capacity. We also held approximately 37 Mbbl/d of oil transportation capacity through trucking.
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| (1) |
Based on contracts signed by Vista and data provided by project operators. Actual delivery dates and capacity might change subject to execution. Oldelval pipeline includes 9 Mbbl/d corresponding to friction-reducing agents in use as of May 2024. |
Additionally, we have acquired capacity in two expansion projects, as shown below:
| • |
On January 27, 2023, the Company, through its subsidiary Vista Argentina, was awarded storage and dispatch capacities of 225 Mbbl and 37.4 Mbbl/d, respectively, in the project executed by Oiltanking Ebytem S.A. to expand the Puerto Rosales marine terminal and pumping station by 1,887 Mbbl and 315 Mbbl/d, respectively. Accordingly, the Company committed to making an upfront payment of US$28.4 million between 2023 and 2025, which will be recovered from the monthly service fee. The expansion project is expected to commence operations in the second quarter of 2025. |
| • |
On December 16, 2024, the Company, through its subsidiary Vista Argentina, entered into an agreement with YPF S.A., Pampa Energía S.A., and Pan American Sur S.A. for the construction of the VMOS Project. Between December 20, 2024 and March 7, 2025, Pluspetrol S.A., Chevron (through two subsidiaries), Shell (through two subsidiaries) and Gas y Petróleo del Neuquén S.A. also confirmed their participation. Under this agreement, the Company was allocated firm transportation, storage, and dispatch capacity of 50 Mbbl/d in the VMOS Project. The project is expected to have a total capacity of 550 Mbbl/d in its first stage, which is anticipated to be fully operational in the second half of 2027. See “ —Vaca Muerta Sur Project .” |
For more detail on the midstream infrastructure network in Argentina, see “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Oil Midstream and Downstream .”
Delivery Commitments
We are committed to providing fixed and determinable quantities of crude oil, natural gas and NGL in the near future under a variety of contractual arrangements, some of them under firm arrangements and others on a spot basis.
As of December 31, 2024, 21% of our oil production was subject to monthly delivery commitments in the domestic market and 11% of our oil production was subject to delivery commitments in the international markets. According to our estimates, as of December 31, 2024, our contractual delivery commitments, could be met with our own production.
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For natural gas, in April 2024 we signed annual commitments for the period May 2024 to April 2025, which added to the commitments already assumed with the Plan GasAr until 2028 representing approximately 90% of our marketable total production, with seasonal pricing arrangements. The remainder is sold to the spot market. The annual commitments for the period May 2025 to April 2026 are expected to be signed by the end of April 2025.
For LPG, our Propane production was not subject to delivery commitments during 2024. Regarding Butane we deliver under a National Decree approximately 75% of our annual production to guarantee local LPG cylinders demand for residential consumers.
Customers and Marketing
Oil Markets
In Argentina, our crude oil production was sold both to domestic refineries and exported during 2024, 2023 and 2022. During 2024, we exported 49% of our oil sales volumes, compared to 52% in 2023 and 44% in 2022. During 2024, 68% of our oil sales volumes were sold at export parity, combining sales to international buyers and domestic buyers paying export-parity prices, compared to 57% during 2023. In the past three years, our main domestic customers were Raizen and Trafigura. Approximately 99% of our oil is produced in the Neuquina Basin and is referred to as Medanito crude oil, a light sweet crude oil generally demanded by Argentine refiners in the domestic market, as well as by international refiners. Production from our Neuquina Basin properties is transported to Puerto Rosales, a major industrial port in the southern region of the Province of Buenos Aires through the Oldelval pipeline system, then goes to either the domestic refining market, which consists of seven active refiners with a total installed capacity of 620 Mbbl/d, or to international customers through maritime transportation. Additionally, as of May 2023, we initiated oil exports to Chile through the Trasandino oil pipeline. Even though we prioritize long-term relationships with domestic customers, we have developed relationships with international customers in order to establish a diversified portfolio for our expected production increase in the upcoming years.
In Mexico, 100% of our crude oil production is sold to Pemex. See “ —Industry and Regulatory Overview— Mexico’s Oil and Gas Industry Overview .”
Natural Gas Markets and NGL
In Argentina, we have established a diversified portfolio of customers for natural gas. Our primary customers in 2024 were industrial customers, representing 48% of our total natural gas sales volumes for such period. In 2023, our primary customers were also industrial customers, representing 45% of our total natural gas sales volumes for such period. Argentina has a highly developed natural gas market and a sophisticated infrastructure in place to deliver natural gas to cross-border export markets through several gas pipelines or to industrial and residential customers in the domestic market. However, natural gas markets in Argentina are regulated by the Argentine government. Even though the Argentine government sets the price at which natural gas producers sell volumes to residential customers, volumes that are sold to industrial and other customers are not regulated and pricing varies with seasonal factors and industry category. We generally sell our natural gas to Argentine customers pursuant to short-term contracts and in the spot market. The Neuquina Basin is served by a substantial gas pipeline network that delivers gas to the Buenos Aires metropolitan and surrounding areas, and the industrial regions of Bahía Blanca and Rosario. Natural gas produced in our Neuquina Basin properties is readily marketed due to accessibility to such infrastructure. Our properties are well situated in the Basin with four major pipelines in close proximity. In Mexico, all the natural gas production is sold to Pemex.
In relation to the Plan GasAr, on December 22, 2022, through Resolution No. 860/2022 of the SdE, Vista Argentina was awarded a base volume of 0.86 MMcm/d at an annual average price of US$3.29/MMBtu, applicable until December 31, 2024. On April 19, 2023, through Resolution No. 265/2023 of the SdE, the base volume awarded to Vista Argentina was increased to 1.14 MMcm/d, maintaining the annual average price of US$3.29/MMBtu, applicable for a four-year period as from January 1, 2025. See “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Plan GasAr 2020-2024 .”
With regards to our NGL production, we comply with domestic commitments set by the Argentine government with the objective of ensuring the supply for propane and bottled butane for residential uses. Our remaining NGL production is marketed within the Neuquina Basin.
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Competition
The oil and gas industry is competitive, and we may encounter strong competition from other independent operators and from major oil companies in acquiring and developing concessions or oil agreements. In Argentina, we compete for resources with state-controlled YPF, as well as with privately-owned companies such as Pan American, Pluspetrol, Tecpetrol, Chevron, Total, Compañía General de Combustibles, among others. In Mexico, we compete for resources with Pemex, the state-owned company, and local and international oil companies.
Intellectual Property
Our intellectual property is an essential element of our business, and our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of patent, trade secret, trademark and other intellectual property laws, confidentiality agreements and license agreements to establish and protect our intellectual property rights. As of December 31, 2024, we had all our trademarks duly registered with the regulatory authorities, noting as well that patent applications is not part of our usual business.
Information Technology
We rely on our information technology systems and automated machinery to efficiently manage our production processes and operate our business. Vista is a cloud-native company that has developed a strategy over the years to operate its technology stack in a multicloud environment. We use various public cloud providers ( e.g. , AWS, GCP, and Azure) for digital products and on-premises systems for SCADA and DCS operations. Our partners of choice for high-availability servers and storage include Dell, IBM, and NetApp; for networking and firewalls, we rely on Cisco; and for administrative processes and internal controls, we use SAP and satellite solutions, which standardize our operations across the organization.
As with other organizations, our information technology systems are susceptible to damage or interruptions caused by cyber-attacks and security breaches. We adhere to the Cybersecurity Framework developed by the U.S. Department of Commerce’s National Institute of Standards and Technology (“ NIST ”). We evaluate, in collaboration with a top-tier third-party consultant, our maturity level against this framework, monitor current cybersecurity trends, and review disclosure research. Our cybersecurity strategy is aligned with NIST’s six core functions, as defined in the February 2024 release (version 2.0), to identify cybersecurity gaps and requirements. In 2024, we achieved and maintained a NIST maturity level that exceeds our target of 3.5.
We consolidate all information from the various applications and real-time databases, which come from our operational sensors, into multicloud Data Lakes. From there, we perform data integrations, develop products, and create AI solutions with a high-quality, data-driven approach focused on business value. The use of real-time acquired data to enable Near Real-Time decision-making is critical, which is why we have connected our field offices and facilities to the internet via a high-bandwidth fiber optic network (>200mbps) with sufficient redundancy to ensure +95% uptime, in line with our Cloud strategy.
We depend on digital technology, including information systems to process financial and operational data, analyze seismic and drilling information, estimate oil and gas reserves, and utilize real-time systems to monitor and control production. Due to the critical nature of this infrastructure and the increased accessibility provided by internet connectivity, our systems are exposed to a heightened risk of cyber-attacks. See “ Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to Our Business and Industry—Our industry has become increasingly dependent on digital technologies to carry out daily operations and is subject to increasing cybersecurity threats “ and “ Item 16K—Cybersecurity .”
Environmental Policy
In 2021, we announced our ambition to reduce GHG emissions through a multi-year decarbonization plan. This five-year plan prioritizes selected projects from our abatement cost curve based on their carbon abatement potential and cost efficiency. We forecast a reduction of more than 80% in our scope 1 and 2 GHG emissions intensity, from 39 kgCO 2 e/boe in 2020 to 7 kgCO 2 e/boe in 2026. In 2024, we recorded a scope 1 and 2 GHG emissions intensity of 8.8 kgCO 2 e/boe, representing a 44% reduction compared to 15.6 kgCO 2 e/boe in 2023.
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Additionally, we are developing our own portfolio of nature-based solutions (“ NBS ”) projects to capture carbon in soil and forests. In 2022, we established Aike, a Vista subsidiary dedicated to designing, managing, and executing carbon offset projects, staffed with leading local experts. Aike aims to generate carbon credits of the highest quality, meaning that their impact is measurable, additional, permanent and positive for local communities and biodiversity. We believe NBS represents the most actionable, proven, efficient, and scalable carbon removal alternative currently available. Aike is developing 13 NBS projects in Argentina, across seven Provinces (Salta, Formosa, Corrientes, Santa Fe, Cordoba, San Luis and Buenos Aires), including mixed afforestation and reforestation with native and exotic species, forest conservation, improved forest management, and regenerative agriculture and livestock projects.
By developing a top-tier NBS portfolio, we expect to generate a volume of carbon credits by 2026 that, from that year on, will be equivalent or potentially higher than the annual carbon emissions from our operation.
Emissions and carbon credits calculation methodology
Vista’s GHG emissions inventory reports two of the most prevalent GHG emissions components in oil and gas operations: CH 4 and CO 2 . In addition, the calculated emission totals include N 2 O as well. Although emissions of the other GHG emissions components may exist in the Company’s operation, their relative contribution to the total GHG emissions is considered immaterial.
Emissions from CO 2 , N 2 O, and CH 4 are calculated and converted into total CO 2 e emissions by multiplying the emissions of each constituent by its respective global warming potential.
The GHG emissions inventory for Vista was developed following best practices and industry guidelines for quantifying, reporting, and managing GHG emissions. Specifically, the Company adheres to: (i) the IPIECA Petroleum Industry Guidelines for Reporting Greenhouse Gas Emissions (2011) and (ii) the American Petroleum Institute (“ API ”) Compendium of Greenhouse Gas Methodologies for the Oil and Natural Gas Industry (2009). The inventory calculations apply standardized methodologies provided in the API Compendium for Vista’s relevant emission sources, with emission factors derived from published references within the API Compendium. Where actual operational emission factors or parameters are available, these values are incorporated into the GHG emissions inventory to enhance accuracy and representativeness.
Vista’s GHG emissions inventory is structured according to the Operational Control approach, meaning each asset owned and operated by the Company is reported at 100% of its emissions in Argentina. Vista’s operated assets in Argentina include the following concessions: Águila Mora, Aguada Federal, Bajada del Palo Oeste, Bajada del Palo Este, Coirón Amargo Norte, and the Entre Lomas treatment plant. Our emissions information excludes the emissions arising from concession areas that we do not operate in Argentina and from our operated asset in Mexico. The GHG emissions inventory is further categorized by emission sources within each area of this organizational structure.
Vista’s GHG emission inventory tool is classified into scope 1 and 2 sources, as shown below:
| GHG Source Category | GHG Emissions Sources | |
|
Scope 1 Sources |
||
| Stationary combustion | Heaters ( i.e ., treaters and ovens) | |
| Gas turbine / centrifugal compressor drivers | ||
| Internal combustion engines | ||
| Mobile combustion | Automobiles | |
| Light duty trucks | ||
| Flares | Flares | |
| Fugitives | Onshore oil and gas production equipment component leaks ( e.g. , valves, connectors, open-ended lines, etc.) | |
| Venting | Glycol dehydrators | |
| Natural gas-operated chemical injection pumps | ||
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| Natural gas-operated pneumatic devices | ||
| Storage tank flashing losses | ||
| Tank blanketing using natural gas | ||
| Maintenance and turnaround activities | ||
| Other venting ( i.e ., blowdowns and emergency shutdowns) | ||
|
Scope 2 Sources |
||
| Indirect energy | Imported electricity | |
| Imported electricity by a third party | ||
It should be noted that the inventory excludes GHG emissions sources with insignificant potential for GHG emissions that are immaterial to the total emissions quantified (also referred to as de minimis sources). Examples of insignificant sources include fire-fighting equipment and laboratory equipment.
For many GHG emission sources, there are multiple options for determining the emissions, often with different accuracies. In general, emissions from a particular source are derived by applying an emission factor (“ EF ”) for a specific type of source or event with the corresponding activity factor. EFs used in the calculation methods come from published sources, referenced in the API Compendium and derived from publications by the IPCC, the EIA, the Gas Research Institute, and the U.S. Environmental Protection Agency.
Where possible, EFs are derived based on site-specific gas compositional data. In many instances for combustion sources, the CO 2 EF represents the application of material balance principles and the assumption that 100% of the carbon available in the fuel stream is oxidized to CO 2 . In addition, for flaring sources; a destruction efficiency of 98% is assumed to calculate the CH 4 EF.
After GHG emissions inventory tool is completed and results obtained for every calendar year, a third-party verification is carried out. GHG emission inventory results are only published once the verification is completed, and the calculations verified.
Health and Safety Policy
The implementation of additional safety procedures in our operations in consistency with our Health and Safety Policy, such as training, work permits, internal audits, drills, tailgate safety meetings, job safety analysis and risk evaluations, has led to a reduction in the number of workforce safety incidents.
Our safety management system is applied following an Operating Management System (“ OMS ”) framework and covers all our employees and contractors working in our offices, fields and providing services. The OMS was designed based on recommended practices for the oil and gas industry and according to IOGP and IPIECA guidelines.
In 2024, our TRIR was 0.59 (based on 6.7 million work hours during the period) as compared to a 0.18 (based on 5.6 million work hours during the period) as of December 31, 2023, and 0.86 (based on 4.6 million work hours during the period) as of December 31, 2022. In 2024, a fatality occurred during a drilling operation conducted by Nabors for Vista. We had no fatalities due to workforce incidents involving Vista employees related to operations in the years ended December 31, 2023 and December 31, 2022.
ESG Matters
We aim to develop our business sustainably. We strive to protect the environment where we operate, with special focus on GHG emissions, water management, energy efficiency and waste management.
Regarding emissions, our goal is to reduce our operating scope 1 and 2 GHG emissions intensity by more than 80%, reaching 7 kgCO 2 e/boe in 2026, compared to 39 kgCO 2 e/boe in 2020. Additionally, we are executing a portfolio of NBS projects through our subsidiary Aike in Argentina. By developing a top-tier NBS portfolio, we expect to generate a volume of carbon credits by 2026 that, from that year on, will be equivalent, or potentially higher, to the annual carbon emissions from our operations.
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We believe our value resides in our oil producing assets, as much as in our teams and their commitment to operational excellence. In this respect, health and safety are the cornerstones to ensure our teams achieve best performance, and we have made it a Company priority to provide our people with the highest oil and gas industry standards when it comes to occupational health and safety, as set by IOGP and IPIECA.
In addition, we seek to create a working environment where high performance, teamwork, innovation, agility and responsibility are values shared by all in our staff. We are firm believers in the value of developing an organizational culture that works in appreciation of each person, promoting diversity, equity and inclusion (DEI) at all levels. To support this, we implement various initiatives through our Vista Diversity, Equity & Inclusion program.
We are also committed to the development of the communities in which we operate by fostering an inclusive business model and strengthening the sense of belonging through open dialogue, active collaboration, volunteering, and social engagement.
Additionally, we seek to operate our business responsibly, ethically, and in alignment with the interests of our stakeholders. We are committed to effective and sustainable corporate governance, which we believe strengthens accountability, promotes the long-term interests of our stakeholders, and helps build public trust in our Company. As a public company, our business and corporate governance practices comply with the regulations set forth by the SEC of the United States applicable to foreign private issuers and the CNBV of Mexico rules, as well as with national regulations in the countries where we operate.
During 2024, we made good progress across all ESG fronts. The main highlights are summarized below:
Environmental
| • |
Significant progress in the Company’s decarbonization plan, resulting in a 28% year-over-year reduction in absolute scope 1 and 2 GHG emissions, from 308 MtCO 2 e in 2023 to 222 MtCO 2 e in 2024. Additionally, the Company recorded a scope 1 and 2 GHG emissions intensity of 8.8 kgCO 2 e/boe for the year, a 44% year-over-year reduction. |
| • |
Increased renewable energy consumption by 50,800 MWh, representing 59% of total energy use, while reducing energy intensity by 30% year-over-year. |
| • |
Continued execution of NBS projects, currently working on 13 projects (two ARR, one REDD+, one IFM, four regenerative livestock, five regenerative agriculture) across more than 43,000 hectares in the Provinces of Corrientes, Salta, Santa Fe, Buenos Aires, Formosa, Córdoba, and San Luis in Argentina. |
| • |
For more information, please see “ —Environmental Policy .” |
Social
| • |
Recorded a consolidated TRIR of 0.6, remaining below the 1.0 target for the fifth consecutive year. |
| • |
Advanced gender initiatives through the hiring and development of female talent: increased the proportion of women in new hires by 3 p.p. to 29%, maintaining the share of female employees at 24%; increased female representation in middle management positions from 24% in 2023 to 32% in 2024; and implemented a new edition of the mentoring program for female talent, engaging 20 committed young professionals. |
| • |
Advanced gender initiatives through the development of female talent: female representation in middle management positions increased from 24% in 2023 to 32% in 2024. We also executed a new edition of the mentoring program for female top talent, engaging 20 committed young professionals. Additionally, we issued new policies and conducted workshops to enhance employee awareness on gender-related initiatives. |
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| • |
Invested US$2.2 million in social programs across Argentina and Mexico, focusing on five key verticals: Education, Local Development, Rural Development, Institutional Strength and Inclusion, and Values in Sports and Health. |
Governance
| • |
Approved the Integrity Policy for Contractors and Suppliers, a condensed version of our Code of Ethics and Conduct, designed to outline key ethical principles applicable to our service providers performing activities for Vista. Training sessions were held for contractors’ and suppliers’ personnel. |
| • |
Strengthened internal communications on whistleblower channels. |
| • |
Enhanced transparency reporting by improving: (i) our climate-related disclosure, (ii) our Task Force on Climate-Related Financial Disclosures (“ TCFD ”) disclosure, and (iii) alignment between Vista’s ESG framework, key initiatives, and UN Sustainable Development Goals. |
| • |
Achieved a NIST cybersecurity score of 3.6 and recorded zero critical cybersecurity incidents. |
We expect to publish our 2024 Sustainability Report in the second quarter of 2025. The report is expected to align with (i) Global Reporting Initiative (“ GRI ”) Standards, including GRI 1 ( Foundation 2021 ), GRI 2 ( General Disclosures 2021 ), GRI 3 ( Material Topics 2021 ) and GRI 11 ( Oil and Gas Sector 2021 ), and (ii) the Sustainability Accounting Standards Board for industry-specific ESG topics relevant to our financial performance and long-term value creation. For the fourth consecutive year, the 2024 Sustainability Report will include information aligned with the recommendations published by the TCFD . Additionally, we expect to report our contribution to the UN Sustainable Development Goals. Our ESG progress is aligned with the 10 universal principles of the UN Global Compact and will serve as our 2024 Communication on Progress Report under the UN Global Compact framework. The 2024 Sustainability Report will be published on our website. Information contained on, or accessible through, our website is not incorporated by reference in, and will not be considered part of, this annual report.
VX Ventures
VX Ventures AenP (“ VX Ventures ”) is Vista’s corporate venture capital fund, launched with an initial US$12.5 million funding commitment (which yearly investments represent less than 1% of Vista’s capital expenditures), with the objective of developing new businesses that can thrive through the energy transition and support Vista becoming a lower carbon and lower cost company. During 2023, funding was increased by US$2.5 million reaching a total of US$15 million.
During 2024, we continued to pursue entrepreneurial, agile and dynamic companies that may become key agents of change and leverage Vista’s technical and project management skills with an entrepreneurial drive to access new markets.
Moreover, VX Ventures plays a role of exposing Vista to the optionality of new businesses that can potentially scale up and can also help us secure the access and retention of top talent.
Each investment is funded through specific special purpose vehicles controlled by Vista, where certain relevant executives of the Company are given the option to co-invest through class B shares with no political rights to incentivize their engagement and align their interests with those of the invested project.
As part of our VX Ventures portfolio, which as of December 31,2024 includes investments in 19 start-ups and early-stage companies, we have created and funded Aike NBS S.A.U. (“ Aike ”) to deliver top-quality carbon offsets through the development of NBS projects, including forestry and soil carbon capture projects. Aike aims to also provide services to third companies to help them to fulfill their NBS project development needs and achieve their carbon capture objectives which will in turn benefit Vista by providing larger scale for its NBS projects. Aike has already started providing services to us in connection with Vista´s own NBS portfolio.
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Insurance
We maintain insurance coverage of types and amounts that we believe to be customary and reasonable for companies of our size and with similar operations in the oil and gas industry. However, as is customary in the industry, we do not insure fully against all risks associated with our business, either because such insurance is not available, insurance coverage is subject to a cap or because premium costs are considered prohibitive.
Currently, our insurance program includes, among other things, construction, fire, vehicle, technical, liability, director’s and officer’s liability and employer’s liability coverage. Our insurance includes various limits and deductibles or retentions, which must be met prior to or in conjunction with recovery. A loss not fully covered by insurance could have a materially adverse effect on our business, financial condition and results of operations.
General Regulatory Matters
We and our operations are subject to various stringent and complex international, federal, state and local environmental, health and safety laws and regulations in the countries in which we operate that govern matters including the emission and discharge of pollutants into the ground, air or water, the generation, storage, handling, use and transportation of regulated materials and human health and safety. These laws and regulations may, among other things:
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require the acquisition of various permits or other authorizations or the preparation of environmental assessments, studies or plans (such as well closure plans) before seismic or drilling activity commences; |
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enjoin some or all of the operations of facilities deemed not in compliance with permits; |
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restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and natural gas drilling, production and transportation activities; |
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require establishing and maintaining bonds, reserves or other commitments to plug and abandon wells; and |
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require remedial measures to mitigate or remediate pollution from our operations, which, if not undertaken, could subject us to substantial penalties. |
INDUSTRY AND REGULATORY OVERVIEW
Argentina’s Oil and Gas Industry Overview
Argentina has five producing oil and gas basins: Neuquina, Noroeste, Cuyana, Golfo San Jorge, and Austral. As of December 31, 2023, Argentina’s oil and gas reserves totaled 6,054 MMboe, as reported by the SdE. In 2024, Argentina’s oil production was 716.4 Mbbl/d, while its gas production reached 138.6 MMm³/d. Production from the Vaca Muerta formation, which is located within the Neuquina basin, accounted for 389.5 Mbbl/d of oil (54% of total
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production) and 69.2 MMm³/d of gas (50% of total production), having recorded an oil production CAGR (compound annual growth rate) of 34% over the last five years.
Argentina Oil Production (Mbbl/d)
Source: Argentine Secretariat of Energy.
Vaca Muerta Shale Formation
The Vaca Muerta formation, located in the Neuquina Basin, is considered one of the most prominent shale plays globally, and has already become the largest commercial shale development outside North America. The development of the Vaca Muerta formation plays an important role in the Argentine economy, and therefore the federal and provincial governments have introduced changes to the regulatory framework for E&P of unconventional hydrocarbons to attract investments.
Recent regulatory reforms, as well as significant reductions in well costs and improvements in production rates over the past decade, have attracted over 30 oil and gas companies to Vaca Muerta, both domestic and IOCs, including YPF, Vista, Shell, Pan American, Pluspetrol, Tecpetrol, Chevron, Total, Equinor, Petronas and Dow. Most of these companies, which hold acreage adjacent to our concessions, are already investing in their projects in full development mode, or in some cases are conducting project pilots.
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Vaca Muerta Location, Thermomaturity Map and Main Concession Owners
Source : Company’s Information and Press Articles
Vaca Muerta exhibits similar geological properties than several of the most prominent shale plays in the United States. The table below sets forth the geological characteristics of Vaca Muerta compared to top tier U.S. share plays.
|
Play |
Total Organic Content
(%) |
Thickness
(m) |
Reservoir Pressure
(psi) |
|||||||||
|
Vaca Muerta |
3-10 | 30-450 | 4,500-9,500 | |||||||||
|
Eagle Ford |
3-5 | 30-100 | 4,500-8,500 | |||||||||
|
Wolfcamp (Permian) |
3 | 200-300 | 4,600 | |||||||||
|
Barnett |
4-5 | 60-90 | 3,000-4,000 | |||||||||
|
Haynesville |
0.5-4 | 60-90 | 7,000-12,000 | |||||||||
|
Marcellus |
2-12 | 10-60 | 2,000-5,500 | |||||||||
Source : Company estimates, Argentine Ministry of Economy, Argentine Secretariat of Energy and the EIA.
Vaca Muerta acreage is estimated at more than 8.6 million acres, containing 16 Bnbbl of oil resources and 308 Tcf of gas resources. Such resources are equivalent to approximately 100 years and 200 years of domestic oil and gas consumption, respectively. The top five oil operators are YPF, Vista, Shell, Pan American and Pluspetrol. Most concessions are within the 30,000 to 100,000 acres range, which is significantly larger than the average leasehold in the United States. The terms of concessions in Argentina are also competitive compared to those in the United States, with unconventional concessions of 35 years and flat royalties of 12%.
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Over the past years, Vaca Muerta has increased significantly its well activity from 102 new wells in 2019 to 401 new wells in 2024. The cumulative well count increased to 2,110 by year-end 2024. The quantity of active drilling rigs in the basin has also increased during the period, as shown below. Currently, approximately 30% of its surface area is under development.
Total Shale Well Count, cumulative
Source : Argentine Secretariat of Energy.
New Wells on Production and Drilling Rig Count, per year
Source : Company estimates, Economía y Energía Consulting, Argentine Secretariat of Energy
Oil and gas production from Vaca Muerta was 847 Mboe/d during 2024, a 23% increase compared to 2023. Production from Vaca Muerta reached 894 Mboe/d in January 2025. The shale oil production during 2024 was mainly driven by Loma Campana, La Amarga Chica, Bajada del Palo Oeste (held and operated by Vista) and Bandurria Sur, which combined contributed with 245 Mbbl/d. Shale gas production was mainly driven by Fortín de Piedra, Aguada Pichana Este, Aguada Pichana Oeste and La Calera, which combined contributed with 256 Mboe/d.
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Gross Shale Oil and Gas Production (Mboe/d)
Source : Argentine Secretariat of Energy.
Vaca Muerta production has played a significant role in offsetting the decline of other basins in Argentina and increasing total oil and gas production, positioning Argentina as a structural oil exporter of light crude oil since 2022. As shown below, oil exports have increased from 68 Mbbl/d in 2019 to 187 Mbbl/d in 2024. Additionally, Vaca Muerta has allowed Argentina to reduce natural gas imports, both from neighboring Bolivia and Chile, and via LNG, which have decreased from 19.1 MMm³/d in 2019 to 7.8 MMm³/d in 2024. This trend has contributed significantly to improving Argentina’s balance of trade. According to the Argentine Ministry of Economy, Argentina’s energy trade balance was negative for US$4.4 billion in 2022 and reverted to a positive balance of US$5.7 billion in 2024.
Argentina Oil Exports (Mbbl/d)
Source : Argentine Secretariat of Energy, Ministry of Economy.
Argentina Natural Gas Imports (MMm 3 /d)
Source : Argentine Secretariat of Energy, Ministry of Economy.
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Argentina Energy Trade Balance (US$ billion)
Source : Argentine Secretariat of Energy, Ministry of Economy.
Vaca Muerta is in a relatively early stage of its development compared to shale plays in the United States. The Permian Basin is a good analogue for Vaca Muerta, with similar geological characteristics and a long history of unconventional hydrocarbon development. However, Vaca Muerta has even more thickness than the Permian, with up to five different pay zones already tested in different blocks of the basin. As of December 31, 2024, operators have drilled around 2,100 wells in Vaca Muerta compared to around 50,000 in the Permian and more than 200,000 across all U.S. shale plays. It is possible that Vaca Muerta could have a growth trajectory similar to that of the Permian Basin or other U.S. shale plays in the coming years. The growing investment in Vaca Muerta is similar to the early stages of the Permian Basin’s remarkable growth since 2008, becoming one of the most prolific shale plays in the world.
After an initial period of incorporating the technology required for unconventional development, progressing along the learning curve, and adopting best practices, the average well productivity per lateral foot in Vaca Muerta now exceeds its shale peers in the United States.
Best-in-class average well productivity
First 365 days cumulative production, Mbbl per 1,000 feet of lateral
Source : Rystad Energy ShaleWellCube. Includes only horizontal oil wells put on production in 2021-2022.
Oil Midstream and Downstream
The Argentine crude oil pipeline network connects the producing basins with domestic refineries, which are located in the Province of Buenos Aires ( i.e. , La Plata, Bahía Blanca, Dock Sud, Campana), the Cuyo Basin ( i.e. , Luján de Cuyo), the Neuquina Basin ( i.e. , Plaza Huincul) and the Noroeste Basin ( i.e. , Refinor). These refineries
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have a combined refining capacity of an estimated 620 Mbbl/d: La Plata has an approximate capacity of 200 Mbbl/d, Bahía Blanca 40 Mbbl/d, Dock Sud 110 Mbbl/d, Campana 95 Mbbl/d, Luján de Cuyo 125 Mbbl/d, Plaza Huincul 25 Mbbl/d and Refinor 25 Mbbl/d. Argentina’s key crude pipeline is the Oleoductos del Valle S.A. (“ Oldelval ”) system, with an oil pipeline from Puesto Hernández and Allen in the Neuquina Basin to Puerto Rosales near Bahía Blanca, transporting approximately 65% of the production from the Neuquina Basin, with a capacity of approximately 540,000 bbl/d.
In Puerto Rosales, a marine export terminal is operated by Oiltanking Ebytem S.A. (“ OTE ”), a company owned by YPF (30%) and Oiltanking (70%). The OTE facilities have 18 tanks with a storage capacity of 3 MMbbl, of which 1,070 Mbbl are used to store Medanito-type crude oil. OTE also owns two buoys, Punta Ancla and Punta Cigueña, with capacities of 106,000 and 70,000 deadweight tonnage, respectively. These two buoys provide services mainly for loading and unloading Panamax vessels.
In early 2023, the Trasandino pipeline connecting the Argentine system to Chile became operational after being shut for more than a decade. This enabled export flows from the Neuquina Basin to Chile starting in May 2023. This pipeline has a total capacity of 110,000 bbl/d. In November 2023, the Vaca Muerta Norte pipeline, with 157,000 bbl/d of capacity, connecting Loma Campana to Puesto Hernández and the Trasandino pipeline, was commissioned.
As of the date of this annual report, OTE is executing an expansion project to expand the Puerto Rosales marine terminal and pumping station by 1,887 Mbbl and 315 Mbbl/d, respectively.
Additionally, in December 2024, the VMOS Project was announced, consisting of a new pipeline from Allen to Punta Colorada in the Province of Río Negro, storage facilities, and a new port in a deep-water location. The VMOS Project will have an estimated initial capacity of 550,000 bbl/d and is expected to be completed in the second half of 2027.
The remaining oil production that is not refined and consumed in Argentina is exported. During 2024, Argentina exported 187 Mbbl/d, according to INDEC, of which an estimated of 150 Mbbl/d were exported from the Neuquina basin. The companies in the Neuquina basin exported 71 Mbbl/d in total to Chile during 2024 and the rest via the Atlantic (from Bahía Blanca).
Vaca Muerta Key Oil Midstream Projects
Source : Based on data provided by project operators and Company estimates.
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Oil and Gas Regulatory Framework in Argentina
The Argentine Hydrocarbons Law, as amended by Law No. 26,197, Law No. 27,007 and Law No. 27,742 ( Ley de Bases ) is the main body of legislation for oil and gas E&P. The enforcement authority for the Argentine Hydrocarbons Law is the SdE. As a result of the amendment of the Argentine Hydrocarbons Law by means of the Law No. 26,197, each Province has its own enforcement authority. In particular, the Province of Neuquén has passed its own Argentine Hydrocarbons Law No. 2,453, among other laws and regulations on these activities. The transportation, distribution and marketing of gas are independently regulated by the Natural Gas Law, also amended by the Ley de Bases .
Exploration and Production
The E&P of oil and natural gas is carried out through exploration permits and exploitation concessions. Nevertheless, the Argentine Hydrocarbons Law permits surface reconnaissance of territories not covered by exploration permits or exploitation concessions, subject to prior authorization of the surface owner and the application authority.
In the event that holders of an exploration permit discover commercially exploitable quantities of oil or gas, such holders are entitled to obtain an exclusive concession for the production and exploitation of the relevant reserves. The exploitation concession provides its holder the exclusive right to produce oil and gas from the area covered by the concession. An exploitation concession also entitles the holder to obtain a transportation authorization for transporting of the oil and gas produced.
Holders of exploration permits and exploitation concessions are required to carry out all necessary works to find or extract hydrocarbons, using appropriate techniques, and to make the investments specified in their respective permits or concessions. In addition, holders must avoid damage to oil and gas fields and hydrocarbon waste, and undertake adequate measures to prevent accidents and damages.
Both holders of exploration permits and holders of exploitation concessions must pay an annual fee based on the land area covered by the corresponding permit or concession (as provided in Section 7 of the Argentine Hydrocarbons Law). Holders of exploitation concessions are required to pay for such concessions, and to make certain royalty payments to the Argentine government.
Exploration Permits and Exploitation Concessions
The Argentine Hydrocarbons Law and its amendments regulate exploration and exploitation activities as follows:
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Conventional Exploration Permits : the term for conventional exploration permits is divided into two periods of up to three years each, plus a discretionary extension of up to five years, granting a maximum validity of 11 years. The extension is optional for the permit holder who has fulfilled the investment and other obligations under their responsibility. For offshore operation permits, each period of the basic exploration term for conventional objectives may be increased by one year. |
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Unconventional Exploration Permits : the term for these permits is divided into two periods of up to four years each, plus a discretionary extension of up to five years, granting a maximum validity of 13 years. The extension is optional for the permit holder who has fulfilled the investment and other obligations under their responsibility. |
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Concessions : the term for the exploitation of conventional resources is 25 years, while for the exploitation of unconventional resources, a term of 35 years is established, including a pilot test of up to five years. In the case of offshore operations, concessions are granted for periods of up to 30 years. Due to the modifications introduced by the Ley de Bases , the federal or provincial executive branch, as applicable, may determine in new concessions—at the time of defining the terms and conditions—other periods (of up to 10 years) additional to the aforementioned periods. These |
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periods cannot be set perpetually, unlike the previous regulation, which allowed the possibility of granting successive extensions for periods of 10 years. Concessions granted prior to the enactment of the Ley de Bases will continue to be governed by the terms established by the legal framework existing at the date of approval of the Ley de Bases . |
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Royalties : The Hydrocarbons Law established a 12% monthly royalty rate to be paid by the concessionaire for the production of liquid hydrocarbons extracted at the wellhead and for the volume of natural gas extracted and effectively utilized, with the granting authority having the ability to reduce such rate by up to 5% in exceptional cases, taking into account the productivity, conditions, and location of the wells, and to increase it by 3% upon the first extension. Concessions granted prior to the enactment of the Ley de Bases remain subject to this regime, requiring payment of the 12% royalty on the wellhead value of crude oil production and on the volume of natural gas sold, as well as an extraordinary royalty in certain extended concessions. In contrast, the Ley de Bases replaced the fixed 12% rate with a percentage to be determined in the awarding process, applied to the production and effectively utilized liquid and gaseous hydrocarbons. It preserved the authority’s ability to reduce the rate by up to 5% in exceptional cases, while eliminating the 3% increase upon the first extension. The Ley de Bases also introduced the possibility of applying a reduced rate of up to 50% for projects involving: (i) Enhanced Oil Recovery ( EOR ) or Improved Oil Recovery ( IOR ) techniques, (ii) the exploitation of extra-heavy oils (requiring special treatment due to poor quality or high viscosity), and (iii) offshore exploitation. Concessions granted following the entry into force of the Ley de Bases are governed by the regime established therein. |
Exploration permits and exploitation concessions constitute an acquired right that cannot be extinguished without legal compensation. However, concessions or permits expire in the case of certain breaches detailed exhaustively in Article 80 of the Argentine Hydrocarbons Law. Concessionaires or permit holders can also partially or totally renounce the surface area of a permit or concession at any time. If an exploration permit is renounced, the permit holder will be obliged to pay the committed and unmet investment amounts (Articles 20 and 81 of the Argentine Hydrocarbons Law).
Reserves and Resources Certification in Argentina
The estimation of reserves and resources in Argentina is mainly governed by Resolution SdE No. 324/2006 and SdE Resources Resolution No. 69-E/2016. These regulations require holders of exploration permits and exploitation concessions to file by March 31 of each year estimates of natural gas and oil reserves and resources existing as of December 31 of the previous year. Estimates must be certified by an external auditor and sent to the SdE. Information is required to be presented following the criteria approved by the SPE, the WPC ( World Petroleum Council ) and the AAPG ( American Association of Petroleum Geologists ), which are widely accepted internationally.
The information regarding Vista’s proved reserves in this annual report has been prepared according to the definitions of Rule 4-10(a) of Regulation S-X or the SPE’s Petroleum Resources Management System, which differ from the relevant guidelines published by the SdE.
Transportation
The Ley de Bases introduced significant changes to the hydrocarbon transportation regime in Argentina, establishing a comprehensive framework for transport and processing authorizations managed by federal or provincial authorities. Existing transportation concessions will continue to operate under their original terms. The Argentine Hydrocarbons Law grants producers the exclusive right to obtain transportation authorizations for oil, gas, and their by-products as specified in the law and related decrees.
These authorizations permit the construction and operation of essential facilities for hydrocarbon transport, such as pipelines, storage, plants, and other necessary infrastructure, all subject to prevailing legislation and technical standards.
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Holders of exploitation concessions are entitled to transportation authorizations. If the construction of permanent works exceeds the concession limits, they must obtain additional authorizations. If the works remain within the concession limits, the authorization is optional and granted under the same conditions as the exploitation concession.
The duration of transportation authorizations aligns with the terms of the associated exploitation concessions. Upon expiration, the facilities revert to state ownership. Extensions of 10 years can be requested if obligations are met and hydrocarbons are being transported at the time of the request. Transport and processing authorizations do not grant exclusive rights to the holders.
Authorized transporters must carry third-party hydrocarbons without discrimination, provided there is available capacity and no technical impediments. Unused transportation capacity must be made available to third parties, subject to the needs of the authorized transporter.
Federal or provincial authorities will establish rules for coordinating transportation systems. Tariffs for hydrocarbon transportation and related services are regulated, with maximum amounts set by Resolution SdE No. 5/04, as amended. These changes aim to streamline the hydrocarbon transportation and processing framework, ensuring fair access and efficient operation within the sector.
Argentine Registry of Hydrocarbon Exploration and Exploitation Companies
To be holders of exploration permits or exploitation concessions, irrespective of the Province where the activities are developed, companies must be registered with the Argentine Registry of Hydrocarbon Exploration and Exploitation Companies maintained by the SdE. Such holders and concessionaires must have adequate financial resources, pursuant to Disposition No. 335/2019 issued by the Sub-Secretariat of Hydrocarbons, and technical capabilities to perform the operations involved in the rights bestowed upon them. Further, such holders shall assume exclusive responsibility for liabilities associated with E&P activities. Registration with the Registry is also a requirement to be able to be an operator of permits and concessions and has to be annually renewed and can be revoked if technical capacity cannot be proved. Holders of permits and concessions shall establish legal domicile within Argentina.
In all cases, the company or association of companies holding the permit or concession must maintain such net equity throughout the term of the permit or concession. These equity requirements may be satisfied by means of financial or other guarantees.
Crude Oil Market Regulation
The Argentine Hydrocarbons Law empowers the Argentine Executive Branch to set the national policy with respect to the exploitation, processing, transportation, storage, industrialization and commercialization of hydrocarbons.
The Ley de Bases introduced amendments to Law No. 26,741 and the Argentine Hydrocarbons Law, to allow concessionaires, refineries, and/or hydrocarbon marketers to freely export hydrocarbons and/or their derivatives without needing to meet domestic demand. Additionally, it stipulates that the Argentine government may not intervene in setting commercialization prices in the domestic market at any stage of production.
Until 2024, exports of crude oil and oil by-products in Argentina required prior registration in the Argentine Registry of Export Operations Agreements and authorization by the SdE. The Ley de Bases modified the Argentine Hydrocarbons Law, establishing that, although prior registration in the Argentine Registry of Export Operations Agreements is required, producers of crude oil and oil by-products may freely export hydrocarbons and/or their derivatives, absent objection by the SdE, no longer being needed it express authorization. The effective exercise of this right is subject to regulations issued by the Argentine Executive Branch, which must, among other aspects, take into account: (i) the standard requirements applicable to access to technically proven resources; and (ii) that any objection by the SdE may only (a) be raised within 30 days from the date on which the SdE becomes aware of the export, and (b) must be based on technical or economic grounds related to the security of supply. Once said term has elapsed, the SdE may not raise any objection whatsoever, see “ —Ley de Bases .”
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Gas Market Regulation
As mentioned in previous sections, gas E&P activities are regulated by the Argentine Hydrocarbons Law, whereas natural gas transportation and distribution are regulated by means of the Natural Gas Law.
In order to foster the production of natural gas, the Argentine government adopted different stimulus programs over the past years, such as the Plan GasAr implemented by means of Decree No. 892/2020 (amended by Decree No. 730/2022).
Plan GasAr 2020-2024
By means of Decree No. 892/2020, (amended by Decree No. 730/2022), the Argentine government implemented the Argentine Plan for the Promotion of Natural Gas Production – Supply and Demand Scheme 2020-2024 ( Plan de Promoción de la Producción de Gas Natural Argentino – Esquema de Oferta y Demanda 2020-2024 ).
The Plan GasAr established the framework for the implementation of direct contracts (initially lasting four years, with the possibility of extension by the SdE for additional one-year periods) between gas producers, on the one hand, and gas distributors and/or sub-distributors (to meet priority demand) and CAMMESA (to meet the demand of thermal power plants), on the other. These contracts were awarded, and the price of gas at the point of entry into the transportation system (“ PIST ” for its acronym in Spanish) was determined through a tender procedure carried out by the SdE. The Argentine government may make monthly payments corresponding to a portion of the price of natural gas in the PIST to provide indirect subsidies to end users.
On November 4, 2022, Decree No. 730/2022 was published in the Argentine Official Gazette, extending the Plan GasAr until the year 2028.The Plan GasAr is based on (i) voluntary participation by producers, public distribution service providers, and sub-distributors (making direct acquisitions from producers) and CAMMESA; (ii) a competitive scheme where the SdE calls for the signing of direct contracts between producers on one side, and priority demand (distribution licensees and/or sub-distributors) as well as the demand from thermal power plants (with CAMMESA) on the other; (iii) a framework of free market competition regarding the price of gas in the PIST, subject to the conditions set by the Argentine government.
Ley de Bases
On July 8, 2024, the Ley de Bases was published in the Argentine Official Gazette, introducing amendments to the Natural Gas Law and the Argentine Hydrocarbons Law.
The main amendments to the Argentine Hydrocarbons Law include:
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Expanding the self-sufficiency paradigm of the Argentine Hydrocarbons Law to incorporate the maximization of economic profits to encourage new investments; |
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Eliminating restrictions on hydrocarbon exports and establishing the freedom to market and export hydrocarbons and their derivatives; |
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Prohibiting the Argentine government from intervening in the pricing of oil, gas, and refined products in the domestic market; |
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Including hydrocarbon processing and storage activities within the regulatory framework; |
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Allowing the conversion of concessions from conventional to unconventional exploitation until December 31, 2028; |
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Defining specific requirements for bidding on new areas and eliminating the possibility of extending exploitation concessions for new concessions; |
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Modifying the fees payable by concession and permit holders; |
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Revising the royalty regime, except for concessions already awarded; |
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Replacing transportation concessions with a system of transportation and storage authorizations, as well as hydrocarbon processing authorizations; and |
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Allowing foreign companies to participate in public bids for permits and concessions. |
The main amendments to the Natural Gas Law include the following:
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Eliminating the requirement to obtain prior authorization for natural gas imports; |
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Removing the limitation that previously required the domestic market supply to remain unaffected; |
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Establishing a special framework for LNG, guaranteeing firm export conditions that, once authorized, cannot be modified; |
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Extending the duration of licenses for natural gas transportation and distribution services from 10 to 20 years; and |
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Creating the Ente Nacional Regulador del Gas y la Electricidad to replace ENRE and ENARGAS, assuming their functions. |
On November 28, 2024, Decree No. 1057/2024 was published in the Argentine Official Gazette, regulating various aspects of the Ley de Bases related to the reform of the Argentine Hydrocarbons Law and the Natural Gas Law through three annexes.
The key provisions include:
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Reinforcing free market principles, including unrestricted exportation, supply security, and aligning domestic prices with international standards. The decree prioritizes resource efficiency, long-term contracts, and global trade integration. Applicants for permits and concessions must be domiciled in Argentina and meet financial solvency, net worth, and technical capacity requirements; |
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Ensuring free exportation upon compliance with specified conditions. Exporters must submit detailed technical and commercial information. Any objections must be resolved within 30 business days, and in the absence of objections, a free exportation certificate is issued; |
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Providing details regarding the conversion of concession areas, allowing unconventional exploitation without subdivision; |
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Establishing open-access requirements for unused transport capacity, with certain exceptions. Transport authorizations do not require public bidding and are not classified as public services; |
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Allowing entities involved in hydrocarbons to participate in the LNG market, subject to regulatory requirements. The export process includes a resource availability declaration, a technical and economic solvency assessment, and a project consistency evaluation. Any objections must be resolved within 120 business days. A free exportation authorization, valid for 30 years, is issued upon approval; |
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Requiring LNG exporters to periodically verify resource availability and report significant changes. Authorizations may be revoked for non-compliance. Rights may be transferred with prior approval; |
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Extending the renewal period for transport and distribution concessions from 10 to 20 years. Applications must be submitted 54 months before expiration; and |
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Mandating the SdE to collaborate with the Provinces and the City of Buenos Aires to establish uniform environmental legislation, covering licensing, well abandonment, and environmental liabilities, to ensure responsible and sustainable management within the hydrocarbons sector. |
Special Frameworks to Access to the Foreign Exchange Market
For more information, see “ Item 10—Additional Information— Exchange Controls —Specific Provisions For Income From The Foreign Exchange Market .”
Sustainability
Argentina has regulation regarding the protection of the environmental on a federal, provincial and municipal level, as well as in the Argentine Constitution.
For instance, Argentina applies the “ polluter pays ” principle and requires a mandatory approval of an environmental impact assessment for conducting risky activities. Moreover, legislation guarantees the right to access to environmental information, public participation in the environmental decision-making process, and access to justice in environmental matters. Environmental insurance is required, and reporting duties are also established. Argentina has approved several human rights international treaties and, in particular, related to the environment.
A procurement regime applicable to the Argentine government has been established by means of Decrees No. 1023/01 and No. 1030/16, which requires to consider sustainability in the decision-making process in the acquisition of services and goods by the public administration. Furthermore, Decree No. 31/2023 declares a national public priority policy for the sustainable management of resources used by national public agencies. Those practices provide for the efficient management of the following: electricity; water; natural gas; waste; public procurement; accessibility; sustainable mobility; and green areas and spaces.
Likewise, by means of its Resolution No. 635/2022 (as amended by its Resolution No. 668/2022) the Argentine Ministry of Transportation approved the National Sustainable Transportation Plan. Its main objective is to promote energy transition and efficiency in transportation to achieve sustainable mobility. Such plan contains a set of strategies and policies to be implemented by 2030, promoting the reduction of GHG emissions. Other sustainability regulations have been passed. Its impact on the oil and gas industry has yet to be assessed.
In addition, as a member of the UN Framework Convention on Climate Change (“ UNFCCC ”) and a Party to the Paris Agreement, Argentina has committed to submit its Nationally Determined Contributions (“ NDCs ”), which are basically the proposed climate actions. The emission limit committed by Argentina, according to the information that emerges from the updated NDCs in October 2021, is not to exceed the net emission of 349 million tons of carbon dioxide equivalent (MtCO 2 e) in the year 2030. This goal is applicable to all sectors of the economy.
The NDCs set forth that towards 2030, the Argentine Republic will carry out an energy transition, focusing its efforts on the promotion of energy efficiency, renewable energies, and the promotion of distributed generation, using natural gas as a transition fuel during this period.
In order to follow up on this commitment -which aim is to contribute to the standards set forth in the Paris Agreement- Argentina must draft and report to the UNFCCC the National Green House Gases Inventory ( INGEI for its acronym in Spanish). In addition, by means of Resolution No. 363/2021 issued by the Argentine Ministry of Environment and Sustainable Development, Argentina has created the National Registry of Climate Change Mitigation Projects, where the existing mitigation projects are registered. The scope of such register has not been determined as of the date of this annual report; therefore, its application cannot yet be defined.
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Argentine Regulatory Framework in Connection with Climate Change
The UNFCCC, which entered into force on March 21, 1994, aims to stabilize the GHG concentrations in the atmosphere to a level that would prevent dangerous anthropogenic interference with the climate system.
On February 16, 2005, the Kyoto Protocol to the UNFCCC (“ Kyoto Protocol ”) entered into force. The Kyoto Protocol, which deals with the reduction of certain GHG emissions (carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulfur hexafluoride) in the atmosphere, was in force until 2020 as a consequence of the ratification of the Doha Amendment to the Kyoto Protocol.
Argentina approved UNFCCC by Federal Law No. 24,295 in December 1993, the Kyoto Protocol by Federal Law No. 25,438 on June 20, 2001, and the Doha Amendment by Federal Law No. 27,137 on April 29, 2015.
The 2015 UN Climate Change Conference adopted by consensus the Paris Agreement, which is known to be the successor of the Kyoto Protocol (which was approved in Argentina by Federal Law No. 27,270). The Paris agreement deals with GHG emission reduction measures, targets to limit global temperature increases and requires countries to review and “ represent a progression ” in their intended nationally determined contributions. International treaties together with increased public awareness related to climate change may result in increased regulation to reduce or mitigate GHG emissions.
Furthermore, Argentine Law No. 26,190, as amended and complemented by Law No. 27,191 and its implementing decrees, established a legal framework which promotes an increase in the participation of energies from renewable sources in Argentina’s electricity market. In this line, in 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, which focused on implementing policies, strategies, actions, programs and projects that can prevent, mitigate or minimize the damages or impacts associated with climate change.
Moreover, the Argentine Registry of Climate Change Mitigation Projects was established (Argentine Environmental Ministry Resolution No. 363/2021). In addition, the SdE has set forth the “ National Program for the Measurement and Reduction of Fugitive Emissions from Hydrocarbon Exploration and Production Activities ” (Resolution No. 970/2023); the Argentine Ministry of Environment and Sustainable Development has approved the “ Second National Plan for Adaptation and Mitigation to Climate Change ” (Resolution No. 146/2023); the SdE has approved the “ National Energy Transition Plan to 2030 ” (Resolution No. 517/2023) and the “ Guidelines and Scenarios for the Energy Transition to 2050 ” (Resolution No. 518/2023).
In addition, Resolution No. 23/2023, issued by the former Argentine Ministry of Environment, approved the Guide for the Preparation of Environmental Impact Studies incorporating the problem of climate change and the Guide on Public Participation in Environmental Evaluation. Implementation of these guides is voluntary.
Under Law No. 27,191, by December 31, 2017, 8% of the electricity consumed must come from renewable sources, reaching 20% by December 31, 2025. It sets five stages to achieve the final goal: (i) 8% by December 31, 2017; (ii) 12% by December 31, 2019; (iii) 16% by December 31, 2021; (iv) 18% by December 31, 2023; and (v) 20% by December 31, 2025. It is within this framework that the Argentine government launched the RenovAr programs. As of December 31, 2024, electricity originated from renewable sources represented 16.3% of the total demand according to the data released by CAMMESA.
At the provincial level, Neuquén has passed the Provincial Law No. 3,454 of August 2024 (Decree No. 1039/2024), which established the principles and strategies corresponding to the public policies for climate change. It’s main objective is to encourage and promote a model of sustainable development, the transition to renewable energy, scientific and technological development and the involvement of citizens, private companies and non-governmental organizations.
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Mexico’s Oil and Gas Industry Overview
According to the U.S. International Trade Administration, Mexico is the thirteenth largest producer of oil in the world and twenty-first in oil reserves. Mexico has significant hydrocarbon resources with estimated oil and gas proved developed and undeveloped reserves of 8.4 Bnboe and 3P reserves of 23.1 Bnboe, in each case as of December 31, 2023, according to the CNH. Multiple formations exist to develop productive fields.
The Mexican subsurface has multiple geological plays and provides sizeable opportunities across the risk spectrum, from onshore mature fields to large deep-water projects. While oil and gas reserves are strongly concentrated in Southeast Basin plays, prospective resources are spread across multiple plays across several basins, which could lead to more opportunities for oil and gas participants to access previously untapped reservoirs.
|
Mexican Oil and Gas Reserves as of December 31, 2024 (Bnboe) |
||||||||||||
| Reserves | ||||||||||||
|
Geological Basin |
Cumulative
production (1) |
1P | 3P | |||||||||
|
Southeast |
89.6 | 6.0 | 14.0 | |||||||||
|
Tampico Misantla |
5.9 | 0.9 | 5.1 | |||||||||
|
Burgos |
0.1 | 0.1 | 0.4 | |||||||||
|
Veracruz |
0.7 | 0.9 | 2.2 | |||||||||
|
Sabinas |
0.1 | 0.0 | 0.0 | |||||||||
|
Others (2) |
0.0 | 0.0 | 0.0 | |||||||||
|
Deepwater |
0.0 | 0.4 | 1.4 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Total Mexico |
96.5 | 8.4 | 23.1 | |||||||||
|
|
|
|
|
|
|
|||||||
| (1) |
Information as of December 31, 2024. |
| (2) |
Includes Cinturón Plegado de Chiapas and Plataforma Burro-Picachos. |
Source : Pemex and CNH.
Although the largest resources are in the offshore and shale plays, substantial potential still exists in onshore conventional reservoirs. Mexico’s shale resource base is among the largest in the world and is located only a few hundred miles away from the more developed U.S. shale plays with which the formations share many similarities. According to the EIA, technically recoverable shale resources, estimated at 545 Tcf of natural gas and 13.1 Bnbbl of oil, are potentially larger than the country’s proven conventional reserves.
Multiple E&P plays across basins
Source : EIA.
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There were four principal means for private entities to invest in Mexico’s E&P sector: E&P Agreements, Pemex farm-outs agreement, E&P services contract and comprehensive services exploration and extraction contracts (“ CSIEE ”).
The CNH was formerly entitled to allocate E&P Agreements, for which prequalification requirements were established, including operational, technical, financial, and legal capabilities. The bidding process was conducted by a committee of CNH members. Such tenders were discontinued at the end of 2018. In October 2021, the Mexican government presented the Five-Year Plan for 2020-2024 , pursuant to which the previous administration determined that it would not undertake new bids to award contractual areas for E&P activities until the current contracts demonstrated profitability. The current administration has publicly maintained its position of not resuming CNH tenders.
Farm-outs were a mechanism by which Pemex, as license holder, assigned an interest in the license to another party through a bidding process conducted by CNH in collaboration with Pemex. Pemex used farm-outs to partner with international E&P operators with the financial resources and expertise to accelerate development and extract value from its hydrocarbon asset base. The current administration has publicly maintained its position of not resuming farm-out tenders.
Regarding E&P services contract migrations, Pemex was entitled to migrate existing oil and gas integrated E&P services contracts to production-sharing agreements or licenses to continue boosting investment in the E&P sector, transforming the relationship with Pemex from a service contractor model into a joint venture. These contracts were signed by Pemex and private companies before the energy reform under President Peña Nieto. The last E&P services contract migration took place in 2018. There were no migrations during the last presidential term, in which Pemex focused mostly on awarding a few CSIEE contracts.
The current administration, led by President Claudia Sheinbaum since October 1, 2024, has prioritized economic activities in energy and sustainable development. In January 2025, citizen consultation forums were held to contribute to the construction of the 2025-2030 National Development Plan , which was submitted by President Sheinbaum to the Mexican House of Representatives for approval on February 28, 2025. The plan establishes that the fundamental target of oil production through Pemex, set at 1.8 million barrels per day, will continue to be domestic consumption. One of the plan’s main strategies is to increase hydrocarbon reserves in a sustainable manner through strategic E&P projects. Once published, this plan, along with the announced Pemex 2025-2030 Work Plan , will clarify key aspects of the current government’s stance on E&P activities.
For additional context on the regulatory changes in Mexico, see “ —Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Mexico .”
Oil and Gas Regulatory Framework in Mexico
Upstream and Downstream
In 2013, the Mexican Constitution was amended leading to the opening of the oil, natural gas, and power sectors to private investment. In 2014, the Mexican Congress passed secondary laws to implement the reforms. The reforms allowed the Mexican government to grant contracts to private-sector entities in the upstream sector through public tenders. These amendments allowed private-sector entities to obtain permits for the processing, refining, marketing, transportation, storage, import and export of hydrocarbons.
The legislation enacted in 2014 included the Mexican Hydrocarbons Law ( Ley de Hidrocarburos ), which preserved the concept of state ownership over hydrocarbons while located in the subsoil but allowed private companies to take ownership over the hydrocarbons once they were extracted. The Mexican Hydrocarbons Law allowed private-sector entities holding a permit granted by the Mexican Energy Regulatory Commission ( Comisión Reguladora de Energía ) (“ CRE ”) to store, transport, distribute, commercialize and carry out direct sales of hydrocarbons, as well as to own and operate pipelines and liquefaction, regasification, compression and de-compression stations or terminals, and related equipment in accordance with technical and other regulations. In addition, private-sector entities could import or export hydrocarbons subject to a permit from the SENER.
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However, on October 31, 2024, a constitutional reform was published in the Mexican Federal Official Gazette, redefining the nature and role of Pemex and CFE, strengthening state control over the energy sector, and orienting their operations toward public service and social welfare.
Additionally, on December 20, 2024, a constitutional reform was published in the Mexican Federal Official Gazette, in terms of organic simplification, providing for the dissolution of various entities, including the COFECE, CRE and CNH. For additional context on the regulatory changes in Mexico concerning the COFECE, see “ Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments—Measures adopted by the antitrust authority in Mexico could have a material adverse effect on our results and financial condition .”
Lastly, on March 18, 2025, the Mexican Congress enacted new secondary legislation overhauling the energy sector and, thus, repealing and replacing the Mexican Hydrocarbons Law and several other federal statutes. For more information, see “ —Energy Reform 2025 .”
Reserves and Resources Certification in Mexico
On August 13, 2015, CNH published a set of guidelines that governs the valuation and certification of Mexico’s reserves and the related contingency resources. The CNH’s guidelines follow the same SPE/WPC/AAPG international standards as those described with respect to the reserves and resources certification process in Argentina (see “ Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina ”). Therefore, the processes for reserves classification and certification in Mexico are similar to those described with respect to Argentina.
Economic valuation criteria established by the CNH for proved reserves also follow the SEC’s definitions in Rule 4-10(a) of Regulation S-X which establishes that selling prices considered shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first day-of-the-month price for each month within such period.
State Oil Company
As a result of the energy reform sponsored by President Peña Nieto, Pemex was transformed from a decentralized public entity into a productive state-owned company on October 7, 2014. However, following the enactment of the Energy Reform 2025, Pemex’s status was changed from a productive state-owned company to a public state-owned company sectorized under SENER. Accordingly, Pemex remains wholly owned by the Mexican government. Moreover, the Energy Reform 2025 included the expedition of a new law governing Pemex ( i.e. , Ley de la Empresa Pública, Petróleos Mexicanos ). Lastly, as a result of the Energy Reform 2025, Pemex’s productive subsidiaries, including Pemex-Exploración y Producción, were dissolved and merged into a single Pemex by operation of law.
Energy Reform 2025
On March 18, 2025, the Mexican Government enacted a reform of the energy sector (“ Energy Reform 2025 ”), comprising of new legislation comprising: (i) the Public State-Owned Company Law for CFE; (ii) the Public State-owned Company Law for Pemex; (iii) the Electric Sector Law; (iv) the Hydrocarbons Sector Law; (v) the Energy Planning and Transition Law; (vi) the Biofuels Law; (vii) the Geothermal Law; and (viii) the Mexican Energy Commission Law. In addition amendments were adopted to: (a) the Mexican Petroleum Fund for Stabilization and Development Law ( Ley del Fondo Mexicano del Petróleo para la Estabilización y el Desarrollo ); (b) the Organic Law of the Federal Public Administration ( Ley Orgánica de la Administración Pública Federal ) and (c) the Hydrocarbons Revenue Law ( Ley de Ingresos Sobre Hidrocarburos ).
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The Energy Reform 2025 modifies the regulatory framework for the hydrocarbons and electricity sectors. It strengthens state-owned enterprises, reorganizes administrative structures, promotes energy self-sufficiency, and supports the transition to renewable energy.
Furthermore, the Energy Reform 2025 introduces a new regulatory framework for CFE and Pemex to align with their revised constitutional status as public state-owned companies. It includes special provisions addressing their budgets, debt, subsidiaries and affiliates, sustainability, and contracting practices. The Energy Reform 2025 provides that the activities of CFE and Pemex shall not be considered monopolistic and mandates the implementation of austerity measures, including the adoption of guidelines and execution programs with annual targets, financing mechanisms, and private sector participation under new regulations governing development schemes. In line with the foregoing, Pemex shall not be subject to the open access obligations applicable to the Mexican midstream industry, nor to the applicable unbundling obligations.
The Energy Reform 2025 establishes that the exploration and extraction of hydrocarbons shall be carried out under three schemes. First, self-development entitlements ( asignaciones para desarrollo propio ), which shall be exclusively held by Pemex and under which Pemex shall be the sole operator. Pemex may, however, enter into service agreements with third parties, provided such agreements are structured to achieve the highest productivity and profitability, and the consideration is payable in cash. Second, the SENER may grant mixed development entitlements (asignaciones para desarrollo mixto). This scheme allows for private investment partnerships in projects led by Pemex, which must retain at least 40% participation. Private companies may contribute technical, operational, or financial expertise and may assume operatorship of the project. Under this scheme, private companies may recover up to 30% of costs—or up to 40% in exceptional cases, subject to the approval of Pemex’s board and SENER—and may share in up to 60% of project income, production, or profit, while also assuming part of the associated risks. Third, if Pemex is unwilling or unable to undertake hydrocarbons development under the aforementioned schemes, SENER may, on an exceptional basis, execute E&P Agreements. This scheme shall be subject to the issuance of bidding guidelines by SENER. Such agreements may take the form of service agreements, production-sharing agreements, profit-sharing agreements, or license agreements.
Additionally, the Energy Reform 2025 underscores the importance of national energy security, public well-being, and resource sustainability, positioning CFE and Pemex as key guarantors of energy production. However, until the corresponding secondary legislation is enacted, the full impact on the oil and gas industry remains uncertain.
The Energy Reform 2025 has also entailed an administrative reorganization under which the functions of the CNH and the CRE have been transferred to SENER and to a newly established authority, the CNE. In this regard, it is noteworthy that SENER will exercise regulatory authority over the E&P sector. For example, authorizations for prospecting and exploration of hydrocarbons shall require SENER’s prior approval. Likewise, SENER shall be responsible for approving the modification, cancellation, and termination of E&P Agreements, as well as the corresponding exploration and development plans.
Notably, the Energy Reform 2025 provides for the creation of the Mexican Energy Planning Council ( Consejo de Planeación Energética ), which will be responsible for ensuring binding and orderly planning, supporting the energy transition, and promoting sustainable energy practices. The reform also contemplates the development of a sectoral energy program, an energy transition plan, and specific development plans for both the electricity and hydrocarbons sectors.
Lastly, pursuant to the transitional provisions of the Energy Reform 2025, the administrative provisions previously issued by the CRE and the CNH shall remain in force to the extent they do not conflict with the new laws. Regulations under the new Mexican Hydrocarbons Sector Law shall be issued within six months, during which time the existing regulatory framework will remain applicable. E&P Agreements shall continue to be governed by their original terms and conditions, in accordance with the legal provisions in effect at the time of their granting. Permits and authorizations previously issued by the CNH, CRE, and SENER shall remain valid under the terms and conditions under which they were granted.
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Transportation
Before the President Peña Nieto’s energy reform, Pemex had exclusivity on certain activities such as processing, storage, transportation, distribution and marketing of petroleum products. The aforesaid energy reform allowed private sector participation in the construction and operation of oil products storage and transportation facilities. In such regard, transportation activities required a permit issued by CRE and were subject to open access principles. Pursuant to the Energy Reform 2025, the CNE shall issue the corresponding transportation permits and the open access obligations shall remain in place and applicable to the shippers, with the exception of Pemex. Moreover, the Energy Reform 2025 provides that the creation of new integrated storage and transportation systems or the addition of new infrastructure thereof shall prioritize Pemex in the capacity assignment.
Market Regulations
In the past, the Mexican government has imposed price controls on the sales of natural gas, NGL, gasoline, diesel, gas oil intended for domestic use, fuel oil and other products. Nonetheless, currently, sale prices of gasoline and diesel have been fully liberalized and are determined by the free market. However, in late February 2025, President Claudia Sheinbaum’s administration entered into a voluntary agreement with gas station owners in Mexico to cap the price of regular gasoline at Ps.24 per liter for an initial period of six months. Such measure aimed at alleviating financial pressures on consumers. Said agreement excludes border regions due to their unique cost structures and fiscal incentives.
The import and export of petroleum products, petrochemicals, and hydrocarbons, as well as their commercialization within Mexican territory, are regulated activities subject to permits issued by SENER and, previously, by CRE, respectively. Pursuant to the Energy Reform 2025, CRE’s functions have been partially assumed by SENER, while several downstream-related responsibilities have been transferred to the newly established Mexican Energy Commission. Currently, in all onshore projects, private operators sell their entire hydrocarbon production domestically to Pemex.
Federal Environmental Law
The Mexican Federal Environmental Liability Law (Ley Federal de Responsabilidad Ambiental ) enacted on July 7, 2013 regulates environmental liability arising from damages to the environment including remediation and compensation. In the event of intentional and unlawful action or inaction, the responsible party will be fined up to approximately 68 million Mexican Pesos for 2025. This liability regime is independent from administrative, civil or criminal liability regimes, which may be applicable depending on the performed conduct.
Environmental liability may be attributed to an entity for conduct carried out by its representatives, managers, directors, employees, or officers who are directly involved in operations. The statute of limitations to claim environmental liability is 12 years from the date of the environmental damage. The law allows the interested parties to solve disputes by means of alternative dispute resolution mechanisms, provided that public interest or third-party rights are not affected.
Mexican Judicial Reform
On September 15, 2024, a constitutional reform was published in the Mexican Federal Official Gazette, introducing significant changes to Mexico’s judicial system (“ Mexican Judicial Reform ”). The reform mandates the popular election of judges, magistrates, and Supreme Court justices. It has faced strong opposition from the judiciary, leading to nationwide strikes from August 19, 2024, to October 30, 2024. These disruptions have affected judicial proceedings, potentially causing delays in litigation and dispute resolution.
See “ Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments — Economic and political developments in Mexico may adversely affect Mexican economic policy and, in turn, our operations .”
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ORGANIZATIONAL STRUCTURE
The following diagram shows our main subsidiaries as of December 31, 2024:
| (1) |
As of the date of this annual report, AFBN, Aleph Midstream, and Vista Holding VII S.A.U. are in the process of being merged into our subsidiary Vista Argentina. For information regarding the merger, please see “ Item 4—Information on the Company—Recent Developments—Corporate Reorganization .” |
| (2) |
Assets transferred to Aconcagua, effective on March 1, 2023. |
PROPERTY, PLANT AND EQUIPMENT
We hold both freehold and leasehold interests, but no specific interest is individually material to us. Most of our property, consisting of oil and gas reserves, oil and gas wells and corporate office buildings are located in Argentina. In each of the countries in which we operate, the states (federal or provincial) are the exclusive owner of all hydrocarbon resources located in such country and have full authority to determine the rights, royalties or compensation to be paid by private investors for the exploration or production of any hydrocarbon reserves.
In Argentina, the Provinces are the exclusive owners of all onshore hydrocarbon resources and have full authority to determine the rights, royalties or compensation to be paid by private investors for the exploration or production of any hydrocarbon reserves. The Provinces grant these rights through exploitation concessions. In Mexico, prior to the Energy Reform 2025, the Mexican State performed E&P activities through entitlements, granted to public state-owned companies, or by granting public state-owned companies or private entities, individually or under a consortium, E&P agreements. With the implementation of the Energy Reform 2025, the Mexican State may carry out E&P activities through self-development entitlements ( asignaciones para desarrollo propio ) or mixed development entitlements ( asignaciones para desarrollo mixto ) granted to Pemex, or, on an exceptional basis,
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through E&P agreements awarded pursuant to a public bidding process conducted by SENER. Entitlements and E&P agreements are subject to different regulatory regimes. For more information, see “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina ” and “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Mexico .”
We are subject to several environmental laws and regulations promulgated by local and federal governments in Argentina and Mexico which may affect the utilization of the assets. In addition, other environmental issues may influence the Company’s use of property, plant and equipment. See “ Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to Our Business and Industry—The oil and gas industry is subject to particular operational and economic risks ” and “ —ESG Matters .”
| ITEM 4A. |
UNRESOLVED STAFF COMMENTS |
Not applicable.
| ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in “ Forward-Looking Statements ” and “ Item 3—Key Information—Risk Factors” and the matters set forth in this annual report generally .
The following discussion is based on, and should be read in conjunction with our Audited Financial Statements and related notes contained in this annual report.
| ITEM 5.A |
OPERATING RESULTS |
The table below presents our selected financial data as of and for each of the years in the three-year period ended December 31, 2024. Our historical results for any prior period do not necessarily indicate results to be expected for any future period.
The selected consolidated statement of comprehensive income for the years ended December 31, 2024, 2023 and 2022 and the selected consolidated statement of financial position as of December 31, 2024, and 2022, have been prepared in accordance with IFRS Accounting Standards as issued by the IASB and have been derived from our Audited Financial Statements included elsewhere in this annual report.
The entire summary financial information included in the following tables is denominated in U.S. Dollars. The financial data that has been derived from our Audited Financial Statements was prepared in accordance with IFRS Accounting Standards. For further information, see “ Presentation of Information—Financial Statements and Information .”
You should read the information below in conjunction with our Audited Financial Statements, including the notes thereto, as well as the sections “ Presentation of Information .”
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|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
| ( in thousands of US$ ) | ||||||||||||
|
Revenue from contracts with customers |
1,647,768 | 1,168,774 | 1,187,660 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Cost of sales |
||||||||||||
|
Operating costs |
(116,526 | ) | (94,685 | ) | (133,385 | ) | ||||||
|
Crude oil stock fluctuation |
1,720 | (2,058 | ) | (500 | ) | |||||||
|
Royalties and others |
(243,950 | ) | (176,813 | ) | (188,677 | ) | ||||||
|
Depreciation, depletion and amortization |
(437,699 | ) | (276,430 | ) | (234,862 | ) | ||||||
|
Other non-cash costs related to the transfer of conventional assets |
(33,570 | ) | (27,539 | ) | — | |||||||
|
|
|
|
|
|
|
|||||||
|
Gross profit |
817,743 | 591,249 | 630,236 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Selling expenses |
(140,334 | ) | (68,792 | ) | (59,904 | ) | ||||||
|
General and administrative expenses |
(108,954 | ) | (70,483 | ) | (63,826 | ) | ||||||
|
Exploration expenses |
(138 | ) | (16 | ) | (736 | ) | ||||||
|
Other operating income |
54,127 | 203,812 | 26,698 | |||||||||
|
Other operating expenses |
(1,261 | ) | 302 | (3,321 | ) | |||||||
|
Reversal (impairment) of long- lived assets |
4,207 | (24,585 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
|
Operating profit |
625,390 | 631,487 | 529,147 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Interest income |
4,535 | 1,235 | 809 | |||||||||
|
Interest expense |
(62,499 | ) | (21,879 | ) | (28,886 | ) | ||||||
|
Other financial income (expense) |
23,401 | (65,484 | ) | (67,556 | ) | |||||||
|
|
|
|
|
|
|
|||||||
|
Financial income (expense), net |
(34,563 | ) | (86,128 | ) | (95,633 | ) | ||||||
|
|
|
|
|
|
|
|||||||
|
Profit before income tax |
590,827 | 545,359 | 433,514 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Current income tax (expense) |
(426,288 | ) | (16,393 | ) | (92,089 | ) | ||||||
|
Deferred income tax benefit (expense) |
312,982 | (132,011 | ) | (71,890 | ) | |||||||
|
|
|
|
|
|
|
|||||||
|
Income tax (expense) |
(113,306 | ) | (148,404 | ) | (163,979 | ) | ||||||
|
|
|
|
|
|
|
|||||||
|
Profit for the year, net |
477,521 | 396,955 | 269,535 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Other comprehensive income |
||||||||||||
|
Other comprehensive income that shall not be reclassified to profit (loss) in subsequent periods |
||||||||||||
|
- (Loss) profit from actuarial remediation related to employee benefits |
(10,200 | ) | 6,565 | (4,181 | ) | |||||||
|
- Deferred income tax benefit (expense) |
3,570 | (2,298 | ) | 1,463 | ||||||||
|
|
|
|
|
|
|
|||||||
|
Other comprehensive income for the year |
(6,630 | ) | 4,267 | (2,718 | ) | |||||||
|
|
|
|
|
|
|
|||||||
|
Total comprehensive profit for the year |
470,891 | 401,222 | 266,817 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Earnings per share |
||||||||||||
|
Basic (US$ per share): |
4.979 | 4.237 | 3.068 | |||||||||
|
Diluted (US$ per share): |
4.633 | 4.000 | 2.755 | |||||||||
|
Adjusted EBITDA (1) |
1,092,452 | 870,658 | 764,540 | |||||||||
|
Adjusted EBITDA Margin (2) |
65 | % | 69 | % | 64 | % | ||||||
|
Adjusted Net Income (3) |
193,902 | 491,431 | 371,775 | |||||||||
|
ROACE (4) |
24 | % | 39 | % | 40 | % | ||||||
| (1) |
We calculate Adjusted EBITDA as profit for the year, net, plus income tax expense, financial income (expense), net, depreciation, depletion and amortization, transaction costs related to business combinations and gain from asset disposals, restructuring and reorganization expenses, gain related to the transfer of conventional assets, other non-cash costs related to the transfer of conventional assets and (reversal) impairment of long- lived assets. We present Adjusted EBITDA because we believe it provides investors with a supplemental measure of the financial performance of our core operations that facilitates period to period comparisons on a consistent basis. Our management uses Adjusted EBITDA, among other measures, for internal planning and performance measurement purposes. Adjusted EBITDA is not a measure of liquidity or operating performance under IFRS and should not be construed as an alternative to net profit, operating profit, or cash flow provided by operating activities (in each case, as determined in accordance with IFRS). See “ Presentation of Information—Non-IFRS Financial Measures .” |
| (2) |
We calculate Adjusted EBITDA Margin as the ratio of Adjusted EBITDA to revenue from contracts with customers plus Gain from Exports Increase Program. See “ Presentation of Information—Non-IFRS Financial Measures .” |
| (3) |
We calculate Adjusted Net Income as profit for the year, net, plus deferred income tax (expense), changes in fair value of warrants, gain related to the transfer of conventional assets, other non-cash costs related to the transfer of conventional assets and (reversal) impairment of long- lived assets. We add back these four adjustments since they are non-cash items that do not reflect the fair net income generation of the Company. See “ Presentation of Information—Non-IFRS Financial Measures .” |
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| (4) |
We calculate ROACE as Adjusted EBITDA, plus depreciation, depletion and amortization, gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets, divided by the sum of the average total debt and average total shareholders’ equity. For purposes of this definition, total debt is comprised of current borrowings, non-current borrowings, current lease liabilities and non-current lease liabilities. See “ Presentation of Information—Non-IFRS Financial Measures .” |
The following table sets forth the reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, Adjusted Net Income and ROACE:
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
| ( in thousands of US$ ) | ||||||||||||
|
Profit for the year, net |
477,521 | 396,955 | 269,535 | |||||||||
|
Income tax expense |
113,306 | 148,404 | 163,979 | |||||||||
|
Financial income (expense), net |
34,563 | 86,128 | 95,633 | |||||||||
|
Depreciation, depletion and amortization |
437,699 | 276,430 | 234,862 | |||||||||
|
Restructuring and reorganization expenses |
— | 276 | 531 | |||||||||
|
(Reversal) impairment of long-lived assets |
(4,207 | ) | 24,585 | — | ||||||||
|
Gain related to the transfer of conventional assets |
— | (89,659 | ) | — | ||||||||
|
Other non-cash costs related to the transfer of conventional assets |
33,570 | 27,539 | — | |||||||||
|
Adjusted EBITDA |
1,092,452 | 870,658 | 764,540 | |||||||||
|
Revenue from contracts with customers |
1,647,768 | 1,168,774 | 1,187,660 | |||||||||
|
Gain from Exports Increase Program |
43,911 | 86,173 | — | |||||||||
|
Adjusted EBITDA Margin |
65 | % | 69 | % | 64 | % | ||||||
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
| ( in thousands of US$ ) | ||||||||||||
|
Profit for the year, net |
477,521 | 396,955 | 269,535 | |||||||||
|
Adjustments: |
||||||||||||
|
(+) Deferred Income tax (expense) |
(312,982 | ) | 132,011 | 71,890 | ||||||||
|
(+) Changes in the fair value of Warrants |
— | — | 30,350 | |||||||||
|
(+) (Reversal) impairment of long-lived assets |
(4,207 | ) | 24,585 | — | ||||||||
|
(+) Gain related to the transfer of conventional assets |
— | (89,659 | ) | — | ||||||||
|
(+) Other non-cash costs related to the transfer of conventional assets |
33,570 | 27,539 | — | |||||||||
|
Adjustments to Net Income |
(283,619 | ) | 94,476 | 102,240 | ||||||||
|
Adjusted Net Income |
193,902 | 491,431 | 371,775 | |||||||||
|
As of
December 31, 2024 |
As of
December 31, 2023 |
As of
December 31, 2022 |
||||||||||
| ( in thousands of US$ ) | ||||||||||||
|
Current and non-current borrowings |
1,448,567 | 616,055 | 549,332 | |||||||||
|
Cash, bank balances and other short-term investments |
764,307 | 213,253 | 244,385 | |||||||||
|
Net Debt |
684,260 | 402,802 | 304,947 | |||||||||
|
As of
December 31, 2024 |
As of
December 31, 2023 |
As of
December 31, 2022 |
||||||||||
| ( in thousands of US$ ) | ||||||||||||
|
Adjusted EBITDA |
1,092,452 | 870,658 | 764,540 | |||||||||
|
Depreciation, depletion and amortization |
(437,699 | ) | (276,430 | ) | (234,862 | ) | ||||||
|
Gain related to the transfer of conventional assets |
— | 89,659 | — | |||||||||
|
Other non-cash costs related to the transfer of conventional assets |
(33,570 | ) | (27,539 | ) | — | |||||||
|
Average current and non-current borrowings |
1,032,311 | 582,694 | 580,153 | |||||||||
|
Average current and non-current lease liabilities |
83,064 | 49,831 | 28,134 | |||||||||
|
Average total shareholders’ equity |
1,434,114 | 1,045,538 | 704,660 | |||||||||
|
ROACE |
24 | % | 39 | % | 40 | % | ||||||
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Selected Consolidated Statement of Financial Position
|
As of
December 31, 2024 |
As of
December 31, 2023 |
|||||||
|
Assets |
||||||||
|
Noncurrent assets |
||||||||
|
Property, plant and equipment |
2,805,983 | 1,927,759 | ||||||
|
Goodwill |
22,576 | 22,576 | ||||||
|
Other intangible assets |
15,443 | 10,026 | ||||||
|
Right-of-use assets |
105,333 | 61,025 | ||||||
|
Biological assets |
10,027 | — | ||||||
|
Investments in associates |
11,906 | 8,619 | ||||||
|
Trade and other receivables |
205,268 | 136,351 | ||||||
|
Deferred income tax assets |
3,565 | 5,743 | ||||||
|
|
|
|
|
|||||
|
Total noncurrent assets |
3,180,101 | 2,172,099 | ||||||
|
|
|
|
|
|||||
|
Current assets |
||||||||
|
Inventories |
6,469 | 7,549 | ||||||
|
Trade and other receivables |
281,495 | 205,102 | ||||||
|
Cash, bank balances and other short-term investments |
764,307 | 213,253 | ||||||
|
|
|
|
|
|||||
|
Total current assets |
1,052,271 | 425,904 | ||||||
|
|
|
|
|
|||||
|
Total assets |
4,232,372 | 2,598,003 | ||||||
|
|
|
|
|
|||||
|
Equity and liabilities |
||||||||
|
Equity |
||||||||
|
Capital stock |
398,064 | 517,874 | ||||||
|
Other equity instruments |
32,144 | 32,144 | ||||||
|
Legal reserve |
8,233 | 8,233 | ||||||
|
Share-based payments |
45,628 | 42,476 | ||||||
|
Share repurchase reserve |
129,324 | 79,324 | ||||||
|
Other accumulated comprehensive income (losses) |
(11,057 | ) | (4,427 | ) | ||||
|
Accumulated profit (losses) |
1,018,877 | 571,391 | ||||||
|
|
|
|
|
|||||
|
Total equity |
1,621,213 | 1,247,015 | ||||||
|
|
|
|
|
|||||
|
Liabilities |
||||||||
|
Noncurrent liabilities |
||||||||
|
Deferred income tax liabilities |
64,398 | 383,128 | ||||||
|
Lease liabilities |
37,638 | 35,600 | ||||||
|
Provisions |
33,058 | 12,339 | ||||||
|
Borrowings |
1,402,343 | 554,832 | ||||||
|
Employee benefits |
15,968 | 5,703 | ||||||
|
Total noncurrent liabilities |
1,553,405 | 991,602 | ||||||
|
|
|
|
|
|||||
|
Current liabilities |
||||||||
|
Provisions |
3,910 | 4,133 | ||||||
|
Lease liabilities |
58,022 | 34,868 | ||||||
|
Borrowings |
46,224 | 61,223 | ||||||
|
Salaries and payroll taxes |
32,656 | 17,555 | ||||||
|
Income tax liability |
382,041 | 3 | ||||||
|
Other taxes and royalties |
47,715 | 36,549 | ||||||
|
Trade and other payables |
487,186 | 205,055 | ||||||
|
|
|
|
|
|||||
|
Total current liabilities |
1,057,754 | 359,386 | ||||||
|
|
|
|
|
|||||
|
Total liabilities |
2,611,159 | 1,350,988 | ||||||
|
|
|
|
|
|||||
|
Total equity and liabilities |
4,232,372 | 2,598,003 | ||||||
|
|
|
|
|
|||||
|
Dividends and Shares |
||||||||
|
Number of shares |
95,285,453 | 95,355,432 | ||||||
Source of Revenues
Vista is principally engaged in the oil and gas E&P business. Our oil and gas operations derive revenues mainly from the production and sale of crude oil, natural gas, and NGL. During the year ended December 31, 2024, oil sales contributed 95.5% of our total revenues, natural gas sales contributed 4.3% of our total revenues and NGL sales contributed 0.2% of our total revenues. During the year ended December 31, 2023, oil sales contributed 93.9% of our total revenues, natural gas sales contributed 5.8% of our total revenues and NGL sales contributed 0.3% of our total revenues. During the year ended December 31, 2022, oil sales contributed
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93.7% of our total revenues, natural gas sales contributed 5.8% of our total revenues and NGL sales contributed 0.5% of our total revenues. During 2024, 2023 and 2022, most of our revenues were generated in Argentina.
Our sales volumes impact directly our results of operations. As reservoir pressure declines, production from a given well, or group of wells, in a formation decreases. Growth in our future production and reserves will depend on the development of our acreage and the corresponding capital expenditure, which will determine our ability to add proved reserves in excess of our production. Accordingly, we plan to maintain our focus on adding reserves by further drilling our shale oil acreage in Vaca Muerta. Our ability to add reserves through acquisitions is dependent on many factors, including prevailing market conditions and our ability to raise capital, obtain regulatory approvals, procure drilling rigs and personnel and successfully identify and consummate acquisitions.
Our business is inherently volatile due to the influence of external factors, such as domestic and international demand, market prices, availability of financial resources for our business plan and its corresponding costs and government regulations. Consequently, our past financial condition, results of operations and the trends indicated by such results and financial condition may not be indicative of current or future financial conditions, results of operations or trends.
We sell our oil and gas to many creditworthy purchasers. Since our production is sold in the commodities market, where several customers or markets are accessible to us, we do not believe the loss of any customer would have a material adverse effect on our business.
Production Results and Other Operating Data
The following table sets forth summary unaudited information about the oil and natural gas historical production volumes and other relevant operating and financial data of the assets we own in Argentina and Mexico. For the year ended December 31, 2024, the historical production volumes and other relevant operating data included below were calculated at their respective working interest percentages. Royalties payable to the Provinces have not been deducted from our net production amounts given that substantially all of our production is currently in Argentina and under Argentine law royalties constitute a production tax payable in cash (and do not give the Provinces a direct interest in such production to make lifting and sales arrangements independently). We account for royalties as cost of sales.
| As of the year ended December 31 | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
|
Net production volumes (1) : |
||||||||||||
|
Oil (MMbbl) |
22.1 | 15.8 | 14.6 | |||||||||
|
— Argentina |
21.9 | 15.6 | 14.4 | |||||||||
|
— Mexico |
0.2 | 0.2 | 0.2 | |||||||||
|
Natural Gas (Bncf) |
18.4 | 15.2 | 16.5 | |||||||||
|
— Argentina |
18.3 | 15.1 | 16.5 | |||||||||
|
— Mexico |
0.0 | 0.1 | 0 | |||||||||
|
NGL (MMboe) |
0.1 | 0.2 | 0.2 | |||||||||
|
— Argentina |
0.1 | 0.2 | 0.2 | |||||||||
|
— Mexico |
0.0 | 0 | 0 | |||||||||
|
Total (MMboe) |
25.5 | 18.7 | 17.7 | |||||||||
|
— Argentina |
25.3 | 18.4 | 17.5 | |||||||||
|
— Mexico |
0.2 | 0.2 | 0.2 | |||||||||
|
Average daily net production (boe/d) |
69,660 | 51,149 | 48,560 | |||||||||
|
— Argentina |
69,046 | 50,488 | 48,087 | |||||||||
|
— Mexico |
615 | 661 | 473 | |||||||||
|
Average realized sales price: |
||||||||||||
|
Oil (US$/bbl) |
69.2 | 66.7 | 72.3 | |||||||||
|
Natural Gas (US$/MMBtu) |
3.2 | 3.5 | 4.0 | |||||||||
|
NGL (US$/tn) |
324.4 | 351.3 | 377 | |||||||||
|
Average realized sales price (US$/boe) |
61.4 | 58.4 | 63.7 | |||||||||
|
Average unit costs (US$/boe) (2) : |
||||||||||||
|
Operating costs |
4.6 | 5.1 | 7.5 | |||||||||
|
Royalties (3) |
7.2 | 6.9 | 8.2 | |||||||||
|
Depreciation, depletion and amortization |
17.2 | 14.8 | 13.3 | |||||||||
|
Other data (in thousands of US$) |
||||||||||||
|
Operating costs |
116,526 | 94,685 | 133,385 | |||||||||
|
Royalties (3) |
184,441 | 128,723 | 144,837 | |||||||||
|
Depreciation, depletion and amortization |
437,699 | 276,430 | 234,862 | |||||||||
| (1) |
Measured based on our working interest. There was no production due to others during the applicable periods. Oil production is comprised of production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of production of propane and butane (LPG) and excludes natural gasoline. |
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| (2) |
We calculate average unit costs per boe by dividing operating costs, royalties or depreciation, depletion and amortization for the relevant period, as applicable, by average daily net production multiplied by days in each period (365 days for 2022, 365 days for 2023 and 366 days for 2024). |
| (3) |
Measured based on our working interest. Royalties are applied to the total production of the concessions, and are calculated by applying the applicable royalty rate to the production, after discounting certain expenses in order to obtain the value of crude oil, natural gas and liquefied gas volumes at the wellhead. |
| The |
following table highlights certain operating data through the end of the fourth quarter of 2024: |
|
Three-month
period ended December 31, 2024 |
Three-month
period ended September 30, 2024 |
Three-month
period ended June 30, 2024 |
Three-month
period ended March 31, 2024 |
|||||||||||||
|
Average Brent Crude Oil Price (US$/bbl) (1) |
74.0 | 78.5 | 85.0 | 81.8 | ||||||||||||
|
Average Medanito Crude Oil Price (US$/bbl) (2) |
66.9 | 70.3 | 69.4 | 67.0 | ||||||||||||
|
Average Natural Gas Price (US$/MMBtu) (3) |
2.7 | 3.8 | 3.4 | 2.7 | ||||||||||||
|
Net production volumes: |
||||||||||||||||
|
Oil (MMbbl) |
6.76 | 5.84 | 5.21 | 4.30 | ||||||||||||
|
Natural Gas (Bncf) |
5.87 | 4.60 | 4.06 | 3.85 | ||||||||||||
|
NGL (MMboe) |
0.04 | 0.04 | 0.01 | 0.02 | ||||||||||||
|
Total (Mboe) |
7.85 | 6.70 | 5.94 | 5.01 | ||||||||||||
|
Average realized sales price: |
||||||||||||||||
|
Oil (US$/bbl) |
67.1 | 68.4 | 71.8 | 70.3 | ||||||||||||
|
Natural Gas (US$/MMBtu) |
2.3 | 3.8 | 3.9 | 2.8 | ||||||||||||
|
NGL (US$/tn) |
360 | 315 | 299 | 236 | ||||||||||||
|
Lifting Cost (US$/boe) |
4.7 | 4.7 | 4.5 | 4.3 | ||||||||||||
|
Number of conventional wells drilled as operator |
0 | 0 | 0 | 0 | ||||||||||||
|
Number of shale wells drilled as operator |
13 | 12 | 14 | 11 | ||||||||||||
|
Revenue from contracts with customers |
471,318 | 462,383 | 396,715 | 317,352 | ||||||||||||
| (1) |
Source : Bloomberg. |
| (2) |
Light oil extracted from the Neuquina Basin. Source : Argentine Secretariat of Energy. |
| (3) |
Source : Argentine Secretariat of Energy and US$/AR$ exchange rate according to Communication “A” 3500 of the BCRA. |
Factors Affecting our Results of Operations
Our operations are affected by a number of factors, including:
| (i) |
the volume of crude oil, natural gas and liquid gas we produce and sell; |
| (ii) |
pricing dynamics and pricing regulation; |
| (iii) |
hydrocarbon export regulations set by the Argentine and Mexican governments and domestic supply requirements; |
| (iv) |
international and domestic prices of crude oil and oil products; |
| (v) |
discount of our oil production to market prices; |
| (vi) |
our capital expenditures and financing availability; |
| (vii) |
supply chain dynamics and cost increases; |
| (viii) |
market demand for hydrocarbon products; |
| (ix) |
operational risks, labor strikes and other forms of public protest; |
| (x) |
taxes, including export taxes; |
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Table of Contents
| (xi) |
regulation of capital flows; |
| (xii) |
exchange rates; |
| (xiii) |
interest rates; and |
| (xiv) |
changes to demand for hydrocarbon products and related services as the result of global trends such as conflicts, pandemics and consumer behavior. |
Our business is inherently volatile due to the influence of external factors, such as domestic demand, market prices, availability of financial resources for our business plan and its corresponding costs and government regulations and policies. Consequently, our past financial condition, results of operations and trends indicated by such results and financial condition may not be indicative of current or future financial conditions, results of operations or trends.
Discovery and Exploitation of Reserves
Our results of operations depend to a large extent on our level of success in the development of our shale oil acreage. While we have geological reports evaluating certain proved, contingent and prospective reserves in our blocks, there is no assurance that we will continue to be successful in the exploration, appraisal, development and commercialization of oil and gas. The calculation of our geological and petrophysical estimates is complex and imprecise, which means it is possible that our future exploration or appraisal in undeveloped acreage will not result in additional discoveries, and, even if we are able to successfully make such discoveries, it is uncertain whether the discoveries will be commercially viable to produce.
Funding our capital expenditures partially relies on oil prices remaining close to, or higher than, our estimates together with other factors to generate sufficient cash flow. Low oil prices may affect our revenues, which in turn may affect our debt capacity and our capacity to remain within the leverage ratios defined in the covenants in our financing agreements, as well as our cash flow from operations. Our operations, investor confidence and share price could be adversely affected if we are not able to generate enough cash flows to fund our future operating expenses and capital expenditures.
If average realized oil prices are higher than expected, we would have the ability to allocate additional capital to engage in new projects, potential acquisition opportunities and accelerate the pace of existing operations, in all cases leading to a potential increase in our oil and gas production and cash flows.
Our operations results would be adversely affected in the event that our oil and natural gas reserves and the capital return do not meet our expectations. In addition, we focus on several factors when analyzing new investment in our blocks or potential acquisitions. As a consequence, it is uncertain whether we will focus on the development of our current assets or make any acquisitions to increase our current production and reserves. Our business, results from operations and financial condition may be materially affected if we do not deploy the necessary capital expenditures to increase the reserves of our current blocks or increase our reserves through profitable acquisition opportunities.
Availability and Reliability of Infrastructure
Our business depends on the availability and reliability of operating, gathering and treatment facilities in the areas we operate, and the expansion of midstream capacity to take hydrocarbon production to our customers. Prices, together with the availability of equipment and infrastructure, with the corresponding maintenance thereof, affect our ability to follow our investment plan to operate our business, and thus our operations results and financial condition. See “ Item 4—Information on the Company—Business Overview—Transportation and Treatment .”
Contractual Obligations
Unconventional concessions have 35-year terms under the Argentine Hydrocarbons Law. To maintain our exploitation rights granted by the provincial executive branch, we are required to comply with certain investment commitments, typically related to the drilling and completion of new wells as per a project pilot approved by the provincial executive branch. These pilots must be executed within a fixed timeframe, typically between three and five years. Operating and maintenance costs may increase significantly due to adverse local or international market conditions, such as local recession, foreign exchange volatility, or high financing costs, which could hinder our ability to meet these investment commitments within the agreed timeframe on commercially reasonable terms, or at all. A
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substantial and unjustified failure to comply with such investment commitments could ultimately lead to the forfeiture of our exploitation rights, with the provincial executive branch declaring the expiration of the concession, which could materially impact our ability to grow our business. See “ Item 5.A Operating Results—Factors Affecting our Results of Operations—Contractual Obligations. ”
The Argentine and Mexican Economies
Our financial condition and results of operations depend to a significant extent on macroeconomic and political conditions prevailing from time to time in Argentina, and to a lesser extent in Mexico.
The general performance of the Argentine economy affects the demand for energy, while inflation, fluctuations in currency exchange rates and social stability affect our costs and our margins. Inflation primarily affects our business by increasing operating costs in Argentine Pesos.
The following table sets forth key economic indicators in Argentina during the periods indicated:
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||
|
Real GDP (% change) (1) |
(1.7 | ) | (1.6 | ) | 5.3 | 10.4 | (9.9 | ) | ||||||||||||
|
Nominal GDP (in millions of AR$) (1) |
579,245,803 | 191,404,997 | 82,650,240 | 46,687,236 | 27,021,238 | |||||||||||||||
|
CPI variation (in %) (1) |
117.8 | 211.4 | 94.8 | 50.9 | 36.1 | |||||||||||||||
|
Nominal Exchange Rate (in AR$./US$ at period end) (2) |
1,032.5 | 808.5 | 177.1 | 102.8 | 84.1 | |||||||||||||||
| (1) |
Source : INDEC. Preliminary and provisional data are shown as stated by INDEC. |
| (2) |
Source : Data in accordance with foreign exchange rate set forth in Communication “A” 3,500 issued by the BCRA. |
For more information on these macroeconomic and political conditions, see “ Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments. ”
Foreign Exchange Rates
The following tables show, for the periods indicated, certain information regarding the exchange rates of the Argentine Peso to the U.S. Dollar, expressed in nominal Argentine Pesos per U.S. Dollar (according to Communication “A” 3500 of the BCRA). See “ Item 10—Additional Information— Exchange Controls .”
| Average (1) | End of Period | |||||||
|
Year Ended December 31, 2020 |
70.6 | 84.1 | ||||||
|
Year Ended December 31, 2021 |
95.2 | 102.8 | ||||||
|
Year Ended December 31, 2022 |
130.6 | 177.1 | ||||||
|
Year Ended December 31, 2023 |
295.2 | 808.5 | ||||||
|
Year Ended December 31, 2024 |
916.3 | 1,032.5 | ||||||
|
Month Ended September 31, 2024 |
961.8 | 970.9 | ||||||
|
Month Ended October 31, 2024 |
981.6 | 990.8 | ||||||
|
Month Ended November 30, 2024 |
1,001.8 | 1,011.8 | ||||||
|
Month Ended December 31, 2024 |
1,020.7 | 1,032.5 | ||||||
|
Month Ended January 31, 2025 |
1,043.6 | 1,053.5 | ||||||
|
Month Ended February 28, 2025 |
1,058.5 | 1,064.4 | ||||||
|
Month Ended March 31, 2025 |
1,069.0 | 1,073.9 | ||||||
| (1) |
Yearly data reflect average of month-end rates. Monthly data reflect average of day-end rates. |
Source : Data in accordance with foreign exchange rate set forth in Communication “A” 3,500 issued by the BCRA.
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Table of Contents
The following tables show, for the periods indicated, certain information regarding the exchange rates of the Mexican Peso to the U.S. Dollar, expressed in nominal Mexican Pesos per U.S. Dollar (price to settle obligations published by Banco de M é xico ).
| Average (1) | End of Period | |||||||
|
Year Ended December 31, 2019 |
19.3 | 18.9 | ||||||
|
Year Ended December 31, 2020 |
21.5 | 19.9 | ||||||
|
Year Ended December 31, 2021 |
20.3 | 20.6 | ||||||
|
Year Ended December 31, 2022 |
20.1 | 19.4 | ||||||
|
Year Ended December 31, 2023 |
17.7 | 17.0 | ||||||
|
Year Ended December 31, 2024 |
18.3 | 20.3 | ||||||
|
Month Ended September 31, 2024 |
19.6 | 19.6 | ||||||
|
Month Ended October 31, 2024 |
19.7 | 20.0 | ||||||
|
Month Ended November 30, 2024 |
20.3 | 20.4 | ||||||
|
Month Ended December 31, 2024 |
20.3 | 20.3 | ||||||
|
Month Ended January 31, 2025 |
20.5 | 20.6 | ||||||
|
Month Ended February 28, 2025 |
20.5 | 20.4 | ||||||
|
Month Ended March 31, 2025 |
20.2 | 20.3 | ||||||
| (1) |
Reflects average of day-end rates. |
Sources: Banco de México
Most of our sales are directly denominated in U.S. Dollars or indexed to the U.S. Dollar. We collect a significant portion of our revenues in Argentine Pesos pursuant to prices which are indexed to the U.S. Dollar, mainly revenues resulting from the sale of crude oil and natural gas, which sales are invoiced in U.S. Dollars using the U.S. Dollar/Argentine Peso exchange rate as of the date of issuance of the invoice payable within a 15- to 57-day payment period. However, our invoices are subject to adjustment to the prevailing U.S. Dollar/Argentine Peso exchange rate in effect as of the date of payment. Any significant increase in the Argentine Peso price as a result of a decline in the Argentine Peso/U.S. Dollar exchange rate could lead to decreased sales volumes as a result of increases in the effective price in Argentine Pesos paid by our customers for natural gas and crude oil. We are exposed to the risk that purchasers of our natural gas and crude oil may be unable to pay amounts owed to us following a material devaluation of the Argentine Peso.
Argentine Foreign Exchange Regulations
Since September 1, 2019, different Argentine governments with the purpose of strengthening the normal functioning of the economy, fostering a prudent administration of the exchange market, reducing the volatility of financial variables, and containing the impact of the variations of financial flows on the real economy, foreign exchange controls were reinstated in Argentina. However, Javier Milei’s administration has changed the macroeconomic program to focus on eliminating the federal government’s fiscal deficit and substantially reducing monetary issuance. Despite President Milei announcing that exchange controls would be lifted by the end of 2025, which is one of the main objectives of the current government, no official plan nor timeline for this event has been disclosed. See “ Item 10— Additional Information — Exchange Controls .”
The value of the Argentine Peso compared to other currencies depends, among other factors, on the level of international reserves held by the BCRA, which have also shown significant fluctuations in recent years, as well as on the fiscal and monetary policies adopted by the Argentine government. The Argentine macroeconomic environment, in which we operate, was affected by the continuous depreciation of the Argentine Peso, which in turn had a direct impact on our financial and economic position. See “ Item 3 — Key Information — Risk Factors— Detailed Risk Factors — Risks Related to our Company — We are exposed to foreign exchange risks related to our operations in Argentina and Mexico .”
Policy and Regulatory Developments in Argentina and Mexico
The Argentine and Mexican oil and gas industry have been subject to reforms during the past five years and there can be no assurance that future reforms or reversal of existing ones will not have an adverse impact on our revenues and results of operations. Our business is, to a large extent, dependent upon regulatory conditions prevailing in the countries in which we operate, and our results of operations may be materially and adversely affected by regulatory changes in these countries. Additionally, the regulatory burden on the oil and gas industry increases the cost of doing business in the industry and consequently affects profitability.
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For more information regarding policy and regulatory developments relating to the oil and gas industry in Argentina, see “ Item 4—Information on the Company—Industry and Regulatory Overview—Argentina’s Oil and Gas Industry Overview .” For more information regarding policy and regulatory developments relating to the oil and gas industry in Mexico, see “ Item 4—Information on the Company—Industry and Regulatory Overview— Mexico’s Oil and Gas Industry Overview . ”
Seasonality
Although there is some historical seasonality to the prices that we are paid for our production, seasonality does not play a significant role in our ability to conduct our operations, including drilling and completion activities as planned in our budgets. For example, seasonal demand behavior during winter and autumn affects the prices that we receive for our production. However, the impact of such seasonality has historically not been material.
Warrants
Under IFRS, a contract to issue a variable number of common shares, such as warrants, should be classified as a financial liability and measured at fair value, with changes in fair value recognized in the consolidated statement of profit or loss and comprehensive income. On March 2, 2023, Vista concluded the process with the CNBV to update the registration of Vista’s warrants in the RNV. These warrants have been accounted for as a liability and are subject to adjustment of their fair market value at each reporting period. The determination of fair market value is subject to assumptions and estimates and changes to these assumptions and estimates could impact the valuation of the warrants, which could in turn have an effect on our consolidated statement of profit or loss and comprehensive income. On March 15, 2023, Vista exercised all outstanding warrants on a cashless basis resulting in the early termination of all outstanding warrants. Holders of the warrants received one series A share for every 31 warrants owned by each holder. Holders only received whole series A shares (not fractions). In addition, holders of warrants received a payment in Mexican Pesos for any fractions held by them. As of the date of this annual report, there are no outstanding warrants.
Deferred Income Tax
Under IFRS, the difference between the book value of property, plant and equipment (measured in U.S. Dollars, our functional currency) and the tax basis of such property, plant and equipment (which tax basis is expressed in Argentine Pesos or Mexican Pesos, as applicable, and may not be re-valued due to foreign exchange fluctuations under applicable tax laws) is a temporary difference to be considered in the calculation of deferred income tax. For more information, see Note 2.4.14.2 to our Audited Financial Statements. In addition to property, plant and equipment, we recognize deferred tax assets with respect to the temporary difference between the accounting and tax basis of the well plugging and abandonment provisions relating to our oil and gas properties.
On December 29, 2017, the Argentine government enacted Law No. 27,430 which introduced several changes to the Argentine ITL (as defined below) as well as to other federal taxes. Pursuant to Law No. 27,430 the income tax rate for Argentine companies would be gradually reduced from 35% to 30% commencing on tax periods initiated after January 1, 2018 and through December 31, 2019, and to 25% commencing on tax periods initiated after January 1, 2020 (an additional income tax withholding on actual or presumed dividend distributions to Argentine resident individuals or to foreign resident shareholders was also enacted at a 7% and 13% rate, respectively, so that an aggregate 35% tax burden is completed). On December 23, 2019, the Solidarity Law was published in the Argentine Official Gazette, providing –among many other federal tax aspects, including the creation of the so-called “ PAIS Tax ”- the suspension of the application of the 25% corporate tax rate for one tax period. Pursuant to further clarifications unofficially made by the Argentine tax authorities, the 25% corporate tax rate (coupled with the 13% income tax withholding on actual or presumed dividend distributions of profits) would be applicable as of tax periods initiated after January 1, 2021. Through Law No. 27,630, the income tax rate applicable to Argentine companies is again modified, establishing a progressive tax rate system with a rate of 25% to 35% based on the accumulated net taxable income and a 7% withholding applicable to any distribution of dividends or profits made by such entities to individuals’ resident in Argentina and to beneficiaries abroad, regardless of the tax period in which such dividends or
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profits are made available to the shareholders. These amendments are applicable to tax periods beginning on or after January 1, 2021. Despite these changes, there are many transactions and calculations for which the ultimate tax determination is still uncertain. We recognize liabilities for potential tax claims based on estimates of whether additional taxes will be due in the future. For more information, see Note 2.4.14 to our Audited Financial Statements.
Depreciation, Depletion and Amortization
IFRS requires us to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses, among other line times, relating to our oil and gas properties. Actual results could differ from such estimates. Depreciation, depletion and amortization rates can fluctuate as a result of development costs, acquisitions, impairments, as well as changes in proved reserves or proved developed reserves. For more information, see Note 2.4.2.1 and 2.4.4 of our Audited Financial Statements.
Oil and Gas Market Conditions
The oil and gas industry is cyclical, and commodity prices are highly volatile. Following the oil price crash during the COVID-19 pandemic, global oil prices returned to pre-pandemic levels by early 2022. In the first half of 2022, Brent crude oil prices increased, driven by the ongoing conflict between Russia and Ukraine, which led to sanctions from several countries, including the United States and European Union member states. These sanctions raised concerns about global energy supply, as Russia was the world’s third-largest oil producer and the largest oil exporter. As a result, Brent crude oil prices rose from US$77.8/bbl on December 31, 2021, to US$85.9/bbl on December 31, 2022, with an annual average of US$99.0/bbl, representing a 39% increase year-over-year.
In 2023, oil demand growth was lower than expected due to weaker economic growth and rising interest rates, leading to a decline in Brent crude oil prices from US$85.9/bbl on December 31, 2022, to US$77.0/bbl on December 31, 2023, with an annual average of US$82.3/bbl, a 17% decrease year-over-year.
During 2024, oil demand growth remained below expectations. Combined with stronger non-OPEC supply growth, this contributed to a further decline in Brent crude oil prices from US$77.0/bbl on December 31, 2023, to US$74.6/bbl on December 31, 2024, with an annual average of US$79.8/bbl, representing a 3% decrease year-over-year.
It is likely that commodity prices will continue to fluctuate due to global supply and demand, inventory supply levels, weather conditions, geopolitical and other factors. Additionally, the oil and gas industry is subject to a number of operational trends, some of which affect the basins where we operate. Oil and gas companies are increasingly utilizing new techniques to lower drilling costs and increase efficiency of operations.
The operating results and cash flows of our business are susceptible to risks related to the volatility of international oil prices. Due to regulatory, economic and government policy factors, oil prices in Argentina in the past have lagged behind the prevailing prices in the international market. Furthermore, Argentina’s government has imposed export duties and other restrictions on exports in the past that have prevented companies from benefiting from the full increase in international oil prices. During 2022, the average annual Brent crude oil price stood at US$99.0/bbl, and our average realization price was US$72.3/bbl, 27% below the average annual Brent crude oil price and 22% below export parity for Medanito oil price, which stood at US$92.7/bbl. During 2023, the average annual Brent crude oil price stood at US$82.3/bbl, and our average realization price was US$66.7/bbl, 19% below the average annual Brent crude oil price and 7% below export parity for Medanito oil price, which stood at US$72.0/bbl. During 2024, the difference between our average realized price and export parity for Medanito oil narrowed to 2%.
The price of natural gas in Argentina has been regulated by a series of government measures intended to ensure domestic supply at affordable prices for end consumers. Therefore, gas producers can elect to sell natural gas to distribution companies in the regulated market at prices established by the relevant authorities. As of December 31, 2024, we sold 9.0 million MMBtu to the regulated internal market under Plan GasAr. See “ Item 4—Information on the Company—Industry and Regulatory Overview— Oil and Gas Regulatory Framework in Argentina—Plan GasAr 2020-2024 .” Alternatively, gas producers can also (or only) sell their surplus gas production on the deregulated market, either in Argentina or potentially, and subject to meeting certain requirements, through exports. Historically, gas prices in the regulated market have lagged the deregulated and regional market prices. However, this has been reverted during 2023 and 2024. In 2024, our average realization price in the regulated market ( i.e. , Plan GasAr) was US$3.3/MMBtu and our average realization price in the domestic deregulated market ( i.e. , sales to industrial clients) was US$1.9/MMBtu.
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The following table highlights the quarterly average price trends for crude oil and natural gas in U.S. Dollars for the periods presented:
| 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | |||||||||||||||||||||||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||||||||||||||||||||||||||||||
|
Average Brent Crude Oil Price (per bbl) (1) |
74.0 | 78.5 | 85.0 | 81.8 | 82.3 | 99.0 | 71.0 | 43.2 | 43.2 | 71.7 | 54.7 | |||||||||||||||||||||||||||||||||
|
Average Medanito Crude Oil Price (per bbl) (2) |
66.9 | 70.3 | 69.4 | 67.0 | 60.8 | 67.1 | 53.1 | 40.6 | 54.0 | 65.0 | 56.5 | |||||||||||||||||||||||||||||||||
|
Average Natural Gas Price (per MMBtu) (3) |
2.7 | 3.8 | 3.4 | 2.7 | 3.4 | 3.2 | 2.9 | 2.3 | 3.4 | 4.4 | 3.8 | |||||||||||||||||||||||||||||||||
| (1) |
Source : Bloomberg. |
| (2) |
Light oil extracted from the Neuquina Basin. Source : Argentine Secretariat of Energy. |
| (3) |
Source : Argentine Secretariat of Energy and US$/AR$ exchange rate according to Communication “A” 3500 of the BCRA. |
A sustained drop in oil, natural gas and NGL prices may not only decrease our revenues but may also reduce the amount of oil, natural gas and NGL that we can produce economically and therefore potentially lower our oil, natural gas and NGL reserve quantities.
Results of Operations
The following discussion relates to certain financial and operating data for the years indicated. You should read this discussion in conjunction with our Audited Financial Statements and the accompanying notes thereto. We measure our performance by our Profit for the year, net for the period, gross profit and operating profit and use these metrics to make decisions about allocating resources and to evaluate our financial performance.
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Year ended December 31, 2024 compared to year ended December 31, 2023
| Year ended December 31, 2024 | Year ended December 31, 2023 | |||||||||||||||
|
(in thousands of
US$ except per share data) |
(% of revenues) |
(in thousands of
US$ except per share data) |
(% of revenues) | |||||||||||||
|
Revenue from contract with customers |
1,647,768 | 100 | % | 1,168,774 | 100 | % | ||||||||||
|
Cost of sales |
(830,025 | ) | (50 | )% | (577,525 | ) | (49 | )% | ||||||||
|
Gross profit |
817,743 | 50 | % | 591,249 | 51 | % | ||||||||||
|
Selling expenses |
(140,334 | ) | (9 | )% | (68,792 | ) | (6 | )% | ||||||||
|
General and administrative expenses |
(108,954 | ) | (7 | )% | (70,483 | ) | (6 | )% | ||||||||
|
Exploration expenses |
(138 | ) | (0 | )% | (16 | ) | (0 | )% | ||||||||
|
Other operating income |
54,127 | 3 | % | 203,812 | 17 | % | ||||||||||
|
Other operating expenses |
(1,261 | ) | 0 | % | 302 | 0 | % | |||||||||
|
Reversal (impairment) of long- lived assets |
4,207 | 0 | % | (24,585 | ) | (2 | )% | |||||||||
|
Operating profit |
625,390 | 38 | % | 631,487 | 54 | % | ||||||||||
|
Interest income |
4,535 | 0 | % | 1,235 | 0 | % | ||||||||||
|
Interest expense |
(62,499 | ) | (4 | )% | (21,879 | ) | (2 | )% | ||||||||
|
Other financial income (expense) |
23,401 | 1 | % | (65,484 | ) | (6 | )% | |||||||||
|
Financial income (expense), net |
(34,563 | ) | (2 | )% | (86,128 | ) | (7 | )% | ||||||||
|
Profit before income tax |
590,827 | 36 | % | 545,359 | 47 | % | ||||||||||
|
Current income tax (expense) |
(426,288 | ) | (26 | )% | (16,393 | ) | (1 | )% | ||||||||
|
Deferred income tax (expense) |
312,982 | 19 | % | (132,011 | ) | (11 | )% | |||||||||
|
Income tax (expense) |
(113,306 | ) | (7 | )% | (148,404 | ) | (13 | )% | ||||||||
|
Profit for the year, net |
477,521 | 29 | % | 396,955 | 34 | % | ||||||||||
|
Other comprehensive income |
||||||||||||||||
|
Other comprehensive income that shall not be reclassified to profit or (loss) in subsequent periods |
||||||||||||||||
|
(Loss) profit from actuarial remediation related to employee benefits |
(10,200 | ) | (1 | )% | 6,565 | 1 | % | |||||||||
|
Deferred income tax benefit (expense) |
3,570 | 0 | % | (2,298 | ) | (0 | )% | |||||||||
|
Other comprehensive income for the year |
(6,630 | ) | 0 | % | 4,267 | 0 | % | |||||||||
|
Total comprehensive profit for the year |
470,891 | 29 | % | 401,222 | 34 | % | ||||||||||
|
Earnings per share |
||||||||||||||||
|
Basic (In US$ per share): |
4.979 | N/A | 4.237 | N/A | ||||||||||||
|
Diluted (In US$ per share): |
4.633 | N/A | 4.000 | N/A | ||||||||||||
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Revenue from contracts with customers
The detail of our revenues from contracts with customers is the following:
| Types of goods |
For the year ended
December 31, 2024 |
For the year ended
December 31, 2023 |
||||||
|
Revenues from crude oil sales |
1,573,069 | 1,097,316 | ||||||
|
Revenues from natural gas sales |
71,756 | 67,290 | ||||||
|
Revenues from NGL sales |
2,943 | 4,168 | ||||||
|
Revenue from contracts with customers |
1,647,768 | 1,168,774 | ||||||
Total revenue from contracts with customers increased to US$1,647.8 million during the year ended December 31, 2024, compared to US$1,168.8 million during the year ended December 31, 2023. Such increase was mainly driven by oil production growth.
Revenues from crude oil increased to US$1,573.1 million during the year ended December 31, 2024, compared to US$1,097.3 million during the year ended December 31, 2023, which represented 96% and 94% of our total revenue from contracts with customers, respectively. Such increase was primarily driven by an increase in oil sales volumes of 39% and an increase in realized crude oil price of 4% year-over-year.
Total volume of crude oil sold increased to 21.9 MMbbl during the year ended December 31, 2024, compared to 15.7 MMbbl during the year ended December 31, 2023, mainly driven by a 36% production growth year-over-year, which in turn resulted from 50 shale oil wells tied-in during 2024, increasing the total number of cumulative shale wells tied-in to 149 at year-end. This activity boosted oil production, which increased 39% year-over-year during 2024.
Average realized crude oil sales prices increased to US$69.2/bbl during the year ended December 31, 2024, compared to US$66.7/bbl during the year ended December 31, 2023. Such increase was mainly driven by a 12% increase in domestic prices (including 37% of domestic volumes sold at export parity prices, up from 9% during 2023) and partially offset by a decrease in export prices of 2%.
In 2024, 10.6 MMbbl of crude oil, or 49% of total crude oil volumes, were sold to export markets for a total revenue of US$807.5 million, which, net of export duties of US$59.5 million, amounted to US$748.0 million. In 2023, 8.2 MMbbl of crude oil, or 52% of total crude oil volumes, were sold to export markets for a total revenue of US$642.2 million, which, net of export duties of US$48.4 million, amounted to US$593.8 million. Combining sales to international and domestic markets, 68% of our sales were conducted at export parity prices, an increase from 57% in 2023.
Revenues from natural gas increased to US$71.8 million during the year ended December 31, 2024, compared to US$67.3 million during the year ended December 31, 2023, which represented 4% and 6% of our total revenue from contracts with customers, respectively. Such increase was primarily driven by a 17% increase in natural gas sales volumes and partially offset by a 9% decrease in realized natural gas prices.
Total volume of natural gas sold increased to 3.9 MMboe during the year ended December 31, 2024, compared to 3.3 MMboe during the year ended December 31, 2023.
The average realized natural gas sales price was US$3.2/MMBtu during the year ended December 31, 2024, a 9% decrease compared to US$3.5/MMBtu during the year ended December 31, 2023. Such decrease was mainly driven by lower prices to industrial customers at US$1.9/MMBtu in 2024, compared to US$2.3/MMBtu in 2023.
Revenues from NGL decreased to US$2.9 million during the year ended December 31, 2024, compared to US$4.2 million during the year ended December 31, 2023, which represented less than 1% of our total revenue from contracts with customers during both periods.
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During the year ended December 31, 2024, 99% of our revenue was generated by our oil and gas properties in Argentina, as well as during the year ended December 31, 2023.
Cost of Sales
|
For the year
ended December 31, 2024 |
For the year
ended December 31, 2023 |
|||||||
| ( in thousands of US$) | ||||||||
|
Operating costs |
(116,526 | ) | (94,685 | ) | ||||
|
Crude oil stock fluctuation |
1,720 | (2,058 | ) | |||||
|
Depreciation, depletion and amortization |
(437,699 | ) | (276,430 | ) | ||||
|
Royalties and others |
(243,950 | ) | (176,813 | ) | ||||
|
Other non-cash costs related to the transfer of conventional assets |
(33,570 | ) | (27,539 | ) | ||||
|
Cost of sales |
(830,025 | ) | (577,525 | ) | ||||
Cost of sales increased to US$830.0 million during the year ended December 31, 2024, compared to US$577.5 million during the year ended December 31, 2023. Total cost of sales included operating costs, fluctuations in the inventory of crude oil, depreciation, depletion and amortization, royalties and others, and other non-cash costs related to the transfer of conventional assets.
Operating costs increased to US$116.5 million during the year ended December 31, 2024, compared to US$94.7 million during the year ended December 31, 2023, which represented 14% and 16% of our total cost of sales, respectively. Operating costs per produced barrel decreased to US$4.6/boe during the year ended December 31, 2024, from US$5.1/boe during the year ended December 31, 2023. This decrease was primarily driven by the dilution of fixed costs due to production growth and partially offset by inflation in U.S. Dollars impacting Argentine Peso-denominated expenditures.
The crude oil stock fluctuation increased to a gain of US$1.7 million during the year ended December 31, 2024, compared to a loss of US$2.1 million during the year ended December 31, 2023. This was primarily due to the increase in crude oil stock at the end of the period.
Depreciation, depletion and amortization increased to US$437.7 million during the year ended December 31, 2024, compared to US$276.4 million during the year ended December 31, 2023, which represented 53% and 48% of our total cost of sales, respectively. This increase was primarily driven by higher capital expenditures and total production in 2024 compared to 2023.
Royalties and others increased to US$244.0 million during the year ended December 31, 2024, compared to US$176.8 million during the year ended December 31, 2023, which represented 29% and 31% of our total cost of sales, respectively. This increase was primarily driven by the above-mentioned increase in crude oil production and prices.
Other non-cash costs related to the transfer of conventional assets was US$33.6 million during the year ended December 31, 2024, compared to US$27.5 million during the year ended December 31, 2023, which represented 4% and 5% of our total cost of sales, respectively. These non-cash were mainly related to the Conventional Assets Transaction.
Gross Profit
Gross profit increased to US$817.7 million during the year ended December 31, 2024, compared to US$591.2 million during the year ended December 31, 2023, which represented 50% and 51% of our total revenue from contracts with customers, respectively.
Selling Expenses
Selling expenses increased to US$140.3 million during the year ended December 31, 2024, compared to US$68.8 million during the year ended December 31, 2023, which represented 9% and 6% of our total revenue from contracts with customers, respectively. This increase was primarily driven by an increase of 167% in transport costs due to a higher amount of crude oil volumes transported by trucks in 2024 compared to 2023.
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General and Administrative Expenses
General and administrative expenses increased to US$109.0 million during the year ended December 31, 2024, compared to US$70.5 million during the year ended December 31, 2023, which represented 7% and 6% of our total revenue from contracts with customers, respectively. This increase was primarily driven by a 61% increase in salaries and payroll taxes, a 51% increase in share-based payments and a 414% increase in taxes, rates and contributions, in all cases during 2024 compared to 2023.
Exploration Expenses
Exploration expenses increased to US$0.14 million during the year ended December 31, 2024, compared to US$0.02 million during the year ended December 31, 2023.
Other Operating Income
Other operating income decreased to US$54.1 million during the year ended December 31, 2024, compared to US$203.8 million during the year ended December 31, 2023. This decrease was mainly driven by (i) no gains related to the Conventional Assets Transaction in 2024, compared to US$89.7 million in 2023, (ii) US$36.0 million of lower gains from the Exports Increase Program, and (iii) US$24.4 million lower gains related to the gain from the Farm-out Agreements with Trafigura.
Other Operating Expenses
Other operating expenses resulted in a loss of US$1.3 million during the year ended December 31, 2024, compared to a gain of US$0.3 million during the year ended December 31, 2023.
Impairment of Long-lived Assets
Impairment of long-lived assets resulted in a gain of US$4.2 million during the year ended December 31, 2024, related to the concessions CS-01 in Mexico, compared to a loss of US$24.6 million during the year ended December 31, 2023.
Operating Profit
Operating profit decreased to US$625.4 million during the year ended December 31, 2024, compared to US$631.5 million during the year ended December 31, 2023, which represented 38% and 54% of our total revenue from contracts with customers, respectively.
Interest Income
Interest income increased to US$4.5 million during the year ended December 31, 2024, compared to US$1.2 million during the year ended December 31, 2023.
Interest Expense
As of December 31, 2024, the interest expense increased to US$62.5 million from US$21.9 million for the year ended December 31, 2023. This increase was primarily due to new debt issuances at a higher interest rate.
Other Financial Results
Other financial results totaled a gain of US$23.4 million for the year ended December 31, 2024, compared to a loss of US$65.5 million for the year ended December 31, 2023. This change was primarily driven by the remeasurement of borrowings arising from financial liabilities incurred in Argentina, adjusted by the reference stabilization ratio (“ UVA ”), recorded in 2023, and a 156% decrease in other financial results, partially offset by a 102% increase in net foreign exchange rate changes.
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Profit Before Income Taxes
Profit before income taxes totaled US$590.8 million during the year ended December 31, 2024, compared to US$545.4 million during the year ended December 31, 2023.
Income Tax expense
Our income tax expenses totaled US$113.3 million during the year ended December 31, 2024, compared to US$148.4 million during the year ended December 31, 2023. This change was primarily driven by a net effect of (i) an increase in current income tax expenses from US$16.4 million in 2023 to US$426.3 million in 2024, and (ii) a decrease in deferred income tax, from a an expense of US$132.0 million in 2023 to a gain of US$312.9 million in 2024, mainly driven by the deferred tax inflation adjustment from our main subsidiary Vista Argentina, and the depreciation of the Argentine Peso with respect to the U.S. Dollar affecting the Company’s tax deductions of nonmonetary assets.
Profit for the year, net
During the year ended December 31, 2024, the profit for the year, net totaled US$477.5 million, compared to US$397.0 million during year ended December 31, 2023.
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Year ended December 31, 2023 compared to year ended December 31, 2022
| Year ended December 31, 2023 | Year ended December 31, 2022 | |||||||||||||||
|
(in thousands of
US$ except per share data) |
(% of revenues) |
(in thousands of
US$ except per share data) |
(% of revenues) | |||||||||||||
|
Revenue from contract with customers |
1,168,774 | 100 | % | 1,187,660 | 100 | % | ||||||||||
|
Cost of sales |
(577,525 | ) | (49 | )% | (557,424 | ) | (47 | )% | ||||||||
|
Gross profit |
591,249 | 51 | % | 630,236 | 53 | % | ||||||||||
|
Selling expenses |
(68,792 | ) | (6 | )% | (59,904 | ) | (5 | )% | ||||||||
|
General and administrative expenses |
(70,483 | ) | (6 | )% | (63,826 | ) | (5 | )% | ||||||||
|
Exploration expenses |
(16 | ) | (0 | )% | (736 | ) | (0 | )% | ||||||||
|
Other operating income |
203,812 | 17 | % | 26,698 | 2 | % | ||||||||||
|
Other operating expenses |
302 | 0 | % | (3,321 | ) | (0 | )% | |||||||||
|
Reversal (Impairment) of long- lived assets |
(24,585 | ) | (2 | )% | — | 0 | % | |||||||||
|
Operating profit |
631,487 | 54 | % | 529,147 | 45 | % | ||||||||||
|
Interest income |
1,235 | 0 | % | 809 | 0 | % | ||||||||||
|
Interest expense |
(21,879 | ) | (2 | )% | (28,886 | ) | (2 | )% | ||||||||
|
Other financial income (expense) |
(65,484 | ) | (6 | )% | (67,556 | ) | (6 | )% | ||||||||
|
Financial income (expense), net |
(86,128 | ) | (7 | )% | (95,633 | ) | (8 | )% | ||||||||
|
Profit before income tax |
545,359 | 47 | % | 433,514 | 37 | % | ||||||||||
|
Current income tax (expense) |
(16,393 | ) | (1 | )% | (92,089 | ) | (8 | )% | ||||||||
|
Deferred income tax (expense) |
(132,011 | ) | (11 | )% | (71,890 | ) | (6 | )% | ||||||||
|
Income tax (expense) |
(148,404 | ) | (13 | )% | (163,979 | ) | (14 | )% | ||||||||
|
Profit for the year |
396,955 | 34 | % | 269,535 | 23 | % | ||||||||||
|
Other comprehensive income |
||||||||||||||||
|
Other comprehensive income that shall not be reclassified to profit or (loss) in subsequent periods |
||||||||||||||||
|
(Loss) profit from actuarial remediation related to employee benefits |
6,565 | 1 | % | (4,181 | ) | (0 | )% | |||||||||
|
Deferred income tax benefit (expense) |
(2,298 | ) | (0 | )% | 1,463 | 0 | % | |||||||||
|
Other comprehensive income that shall not be reclassified to profit or loss in subsequent years, net of taxes |
4,267 | 0 | % | (2,718 | ) | (0 | )% | |||||||||
|
Total comprehensive profit for the year |
401,222 | 34 | % | 266,817 | 22 | % | ||||||||||
|
Earnings per share |
||||||||||||||||
|
Basic (In US$ per share): |
4.237 | N/A | 3.068 | N/A | ||||||||||||
|
Diluted (In US$ per share): |
4.000 | N/A | 2.755 | N/A | ||||||||||||
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Revenue from contracts with customers
The detail of our revenues from contracts with customers is the following:
| Types of goods |
For the year ended
December 31, 2023 |
For the year ended
December 31, 2022 |
||||||
|
Revenues from crude oil sales |
1,097,316 | 1,113,411 | ||||||
|
Revenues from natural gas sales |
67,290 | 68,663 | ||||||
|
Revenues from NGL sales |
4,168 | 5,586 | ||||||
|
Revenue from contracts with customers |
1,168,774 | 1,187,660 | ||||||
Total revenue from contracts with customers decreased to US$1,168.8 million during the year ended December 31, 2023, compared to US$1,187.7 million during the year ended December 31, 2022. Such decrease was mainly driven by lower realized oil prices, partially offset by oil production growth.
Revenues from crude oil decreased to US$1,097.3 million during the year ended December 31, 2023, compared to US$1,113.4 million during the year ended December 31, 2022, which represented 94% of our total revenue from contracts with customers during both periods. Such decrease was primarily driven by a decrease in realized crude oil price of 8%, partially offset by an increase in crude oil sales volumes of 7% year over year.
Total volume of crude oil sold increased to 15.7 MMbbl during the year ended December 31, 2023, compared to 14.8 MMbbl during the year ended December 31, 2022, mainly driven by a 5% production growth year-over-year, which in turn resulted from 31 shale oil wells tied-in during 2023, increasing the total number of shale wells on production to 99 at year-end. This activity boosted oil production, which increased 8% year-over-year during 2023. On a pro forma basis, adjusted by the transfer of the conventional assets as of March 1, 2023, oil production grew 20% year-over-year during 2023.
Average realized crude oil sales prices decreased to US$66.7/bbl during the year ended December 31, 2023, compared to US$72.3/bbl during the year ended December 31, 2022, a decrease that was mainly driven by a lower Brent crude oil price, which decreased 17% during 2023 compared to 2022, on average.
In 2023, 8.2 MMbbl of crude oil, or 52% of total crude oil volumes, were sold to export markets for a total revenue of US$642.2 million, which, net of export duties of US$48.4 million, amounted to US$593.8 million. In 2022, 6.6 MMbbl of crude oil, or 44% of total crude oil volumes, were sold to export markets for a total revenue of US$605.0 million, which, net of export duties of US$45.4 million, amounted to US$559.6 million.
Revenues from natural gas decreased to US$67.3 million during the year ended December 31, 2023, compared to US$68.7 million during the year ended December 31, 2022, which represented 6% of our total revenue from contracts with customers during both periods. Such decrease was primarily driven by a decrease in the realized natural gas price, which decreased 13% during 2023 compared to 2022.
Total volume of natural gas sold increased to 3.3 MMboe during the year ended December 31, 2023, compared to 3.0 MMboe during the year ended December 31, 2022.
The average realized natural gas sales prices was US$3.5/MMBtu during the year ended December 31, 2023, a 13% decrease compared to US$4.0/MMBtu during the year ended December 31, 2022. Such decrease was mainly driven by lower prices to industrial customers at US$2.3/MMBtu during 2023, compared to US$3.7/MMBtu in 2022.
Revenues from NGL decreased to US$4.2 million during the year ended December 31, 2023, compared to US$5.6 million during the year ended December 31, 2022, which represented less than 1% of our total revenue from contracts with customers during both periods.
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During the year ended December 31, 2023, 99% of our revenue was generated by our oil and gas properties in Argentina, as well as during the year ended December 31, 2022.
Cost of Sales
|
For the year ended
December 31, 2023 |
For the year ended
December 31, 2022 |
|||||||
| (in thousands of US$) | ||||||||
|
Operating costs |
(94,685 | ) | (133,385 | ) | ||||
|
Crude oil stock fluctuation |
(2,058 | ) | (500 | ) | ||||
|
Depreciation, depletion and amortization |
(276,430 | ) | (234,862 | ) | ||||
|
Royalties and others |
(176,813 | ) | (188,677 | ) | ||||
|
Other non-cash costs related to the transfer of conventional assets |
(27,539 | ) | — | |||||
|
Cost of sales |
(577,525 | ) | (557,424 | ) | ||||
Cost of sales increased to US$577.5 million during the year ended December 31, 2023, compared to US$557.4 million during the year ended December 31, 2022. Total cost of sales included operating costs, fluctuations in the inventory of crude oil, depreciation, depletion and amortization, royalties and others, and other non-cash costs related to the transfer of conventional assets.
Operating costs decreased to US$94.7 million during the year ended December 31, 2023, compared to US$133.4 during the year ended December 31, 2022, which represented 16% and 24% of our total cost of sales, respectively. Operating costs per produced barrel decreased to US$5.1/boe during the year ended December 31, 2023, from US$7.5/boe during the year ended December 31, 2022. This decrease was primarily driven by the savings generated by the Conventional Assets Transaction to fully-focus on shale oil operations as of March 1, 2023, economies of scale driven by production volume growth, and focus on cost efficiency.
The crude oil stock fluctuation increased to US$2.1 million during the year ended December 31, 2023, compared to US$0.5 million during the year ended December 31, 2022. This was primarily due to the decrease in crude oil stock at the end of the period.
Depreciation, depletion and amortization increased to US$276.4 million during the year ended December 31, 2023, compared to US$234.9 million during the year ended December 31, 2022, which represented 48% and 42% of our total cost of sales, respectively. This increase was primarily driven by higher capital expenditures and total production in 2023 compared to 2022.
Royalties and others decreased to US$176.8 million during the year ended December 31, 2023, compared to US$188.7 million during the year ended December 31, 2022, which represented 31% and 34% of our total cost of sales, respectively. This decrease was primarily driven by the above-mentioned decrease in realized oil price and realized natural gas price.
Other non-cash costs related to the transfer of conventional assets was US$27.5 million during the year ended December 31, 2023, which represented 5% of our total cost of sales during the period. These non-cash were mainly related to the Conventional Assets Transaction.
Gross Profit
Gross profit decreased to US$591.2 million during the year ended December 31, 2023, compared to US$630.2 million during the year ended December 31, 2022, which represented 51% and 53% of our total revenue from contracts with customers, respectively.
Selling Expenses
Selling expenses increased to US$68.8 million during the year ended December 31, 2023, compared to US$59.9 million during the year ended December 31, 2022, which represented 6% and 5% of our total revenue from contracts with customers, respectively. This increase was primarily driven by an increase of 104% in Fees and compensation for services, and 15% in Transport, in both cases during 2023 compared to 2022.
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General and Administrative Expenses
General and administrative expenses increased to US$70.5 million during the year ended December 31, 2023, compared to US$63.8 million during the year ended December 31, 2022, which represented 6% and 5% of our total revenue from contracts with customers, respectively. This increase was primarily driven by a 40% increase in Share-based payments, a 39% increase in Employee Benefits and a 19% increase in Fees and compensation for services, in all cases during 2023 compared to 2022.
Exploration Expenses
Exploration expenses decreased to US$0.02 million during the year ended December 31, 2023, compared to US$0.7 million during the year ended December 31, 2022.
Other Operating Income
Other operating income increased to US$203.8 million during the year ended December 31, 2023, compared to US$26.7 million during the year ended December 31, 2022. This increase was mainly driven by the gains related to the Conventional Assets Transaction and the gains related to the repatriation of 27% of the export proceeds of the fourth quarter of 2023 at the bluechip swap exchange rate, as per applicable regulations.
Other Operating Expenses
Other operating expenses resulted in a gain of US$0.3 million during the year ended December 31, 2023, compared to a loss of US$3.3 million during the year ended December 31, 2022.
Impairment of Long-Lived Assets
Impairment of long-lived assets was US$24.6 million during the year ended December 31, 2023, mainly related to the concession CS-01 in Mexico, compared to null during the year ended December 31, 2022.
Operating Profit
Operating profit increased to US$631.5 million during the year ended December 31, 2023, compared to US$529.1 million during the year ended December 31, 2022, which represented 54% and 45% of our total revenue from contracts with customers, respectively.
Interest Income
Interest income increased to US$1.2 million during the year ended December 31, 2023, compared to US$0.8 million during the year ended December 31, 2022.
Interest Expense
As of December 31, 2023, the interest expense decreased to US$21.9 million from US$28.9 million for the year ended December 31, 2022. This decrease was primarily due to new debt issuances at a lower interest rate.
Other Financial Results
Other financial results totaled a loss of US$65.5 million for the year ended December 31, 2023, compared to a loss of US$67.6 million for the year ended December 31, 2022. This change was primarily due to a 183% decrease in the discount of assets and liabilities at present value, a 210% decrease in changes in the fair value of financial assets and a 45% in net changes in foreign exchange rate, partially offset by a 36% increase in revaluations of loans originated by financial liabilities incurred in Argentina adjusted by the UVA .
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Profit Before Income Taxes
Profit before income taxes totaled a gain of US$545.4 million during the year ended December 31, 2023, compared to a loss of US$433.5 million during the year ended December 31, 2022.
Income Tax expense
Our income tax expenses totaled a loss of US$148.4 million during the year ended December 31, 2023, compared to a loss of US$164.0 million during the year ended December 31, 2022. This change was primarily driven by a net effect of (i) an decrease in current income tax expenses from US$92.1 million to US$16.4 million compared to the year ended December 31, 2022, and (ii) an increase in deferred income tax expense of US$132.0 million in 2023, compared to US$71.9 million in 2022, mainly driven by the deferred tax inflation adjustment from our main subsidiary Vista Argentina, and the depreciation of the Argentine Peso with respect to the U.S. Dollar affecting the Company’s tax deductions of non-monetary assets.
Profit for the year, net
During the year ended December 31, 2023, the profit for the year, net totaled US$397.0 million, compared to US$269.5 million during year ended December 31, 2022.
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| ITEM 5.B |
LIQUIDITY AND CAPITAL RESOURCES |
Our financial condition and liquidity are and will continue to be influenced by a variety of factors, including:
| • |
changes in oil, natural gas and liquid gas prices and our ability to generate cash flows from our operations; |
| • |
our capital expenditure requirements; and |
| • |
the level of our outstanding indebtedness and the interest we are obligated to pay on this indebtedness. |
On August 15, 2017, we completed our US$650 million initial global offering of 65,000,000 series A shares and 65,000,000 warrants exercisable for such series A shares (“ Warrants ”), generating net proceeds to us, after offering expenses, of US$640 million. The series A shares and warrants issued pursuant to our initial global offering are listed on the Mexican Stock Exchange.
As of the date of this annual report, there are no outstanding warrants as a result of the automatic exercise of all outstanding warrants on a cashless basis. See “ Item 10—Additional Information— Memorandum and Articles of Association — Warrants .”
Concurrently with our initial global offering, Vista Sponsor Holdings, L.P. and the Executive Team purchased a total of 29,680,000 warrants exercisable for series A shares in a private placement (“ Sponsor Warrants ”), generating gross proceeds to us of US$14,840,000. The Sponsor Warrants were identical to and fungible with the Warrants. As of the date of this annual report, there are no outstanding Sponsor Warrants as a result of the automatic exercise of all outstanding warrants on a cashless basis. See “ Item 10—Additional Information— Memorandum and Articles of Association —Warrants .”
On April 4, 2018, the date we consummated our acquisition of certain assets from Pampa Energia S.A. and Pluspetrol Resources Corporation:
we entered into a bridge loan agreement (“ Bridge Loan ”) with Citibank, N.A., Credit Suisse AG Cayman Islands Branch and Morgan Stanley Senior Funding, Inc. in an aggregate principal amount equal to US$260.0 million, maturing on February 11, 2019, bearing interest at a variable rate between 3.25% and 5%. The Bridge Loan was prepaid in full on or about July 19, 2018 with the proceeds of the Credit Agreement.
| • |
approximately 31.29% of holders of series A shares exercised their redemption rights, as a result of which 20,340,685 series A shares were redeemed for an amount of US$204.6 million. The holders of remaining series A shares were capitalized net of the deferred offering expenses paid to the underwriters in our initial global offering for an amount of US$442.5 million, and |
| • |
we obtained from a private placement transaction a capital contribution of US$95,000,000 representing 9,500,000 series A shares that were paid in. |
For more information on this acquisition, please see “ Presentation of Information—The Initial Business Combination ” in Vista’s annual report on Form 20-F filed with the SEC on April 30, 2020.
In July 2019, we completed a global offering consisting of a follow-on public offering in Mexico of our series A shares and an international public offering in the United States and other countries of our series A shares represented by American Depositary Shares on the NYSE for a total amount of 10,906,257 series A shares (including all over-allotment options). Our ADSs began trading on the NYSE on July 26, 2019, under the ticker symbol “ VIST .” The gross proceeds of the global offering amounted to approximately US$101 million, before fees and expenses.
As of the date of this annual report, 3,215,454 shares became outstanding as the Warrants in their original terms have been exercised in full. See “ Item 10—Additional Information— Memorandum and Articles of Association —Warrants .”
We believe that our working capital is sufficient for our present requirements.
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Indebtedness
As of December 31, 2024, we had a total outstanding indebtedness of US$1,448.6 million.
The following table summarizes the Company’s outstanding debt obligations, including bilateral loan agreements, bond issuances, and other financing arrangements as of December 31, 2024. These obligations include secured and unsecured loans, corporate bonds issued under the Company’s Notes Program, and other credit facilities, each with varying maturities, interest rates, and repayment structures.
|
Bond / Bank loan |
Nominal
amount |
Outstanding |
Interest
Rate |
Maturity | Amortization | |||||||||||||||
| (in millions of US$) | ||||||||||||||||||||
|
Series VI (1) |
10.00 | 0.00 | 3.24% | 04/12/2024 | Bullet | |||||||||||||||
|
Series XI (1) |
9.20 | 0.00 | 3.48% | 27/08/2025 | Bullet | |||||||||||||||
|
Series XII |
100.80 | 97.47 | 5.85% | 27/08/2031 |
|
Fifteen semi-annual installments from August 27, 2024
until maturity date |
|
|||||||||||||
|
Series XIII (1) |
43.50 | 0.00 | 6.00% | 08/08/2024 | Bullet | |||||||||||||||
|
Series XIV (1) |
40.51 | 0.00 | 6.25% | 10/11/2025 | Bullet | |||||||||||||||
|
Series XV |
13.50 | 13.54 | 4.00% | 20/01/2025 | Bullet | |||||||||||||||
|
Series XVI |
104.30 | 103.95 | 0.00% | 06/06/2026 | Bullet | |||||||||||||||
|
Series XVII |
39.10 | 37.81 | 0.00% | 06/12/2026 | Bullet | |||||||||||||||
|
Series XVIII |
118.50 | 115.66 | 0.00% | 03/03/2027 | Bullet | |||||||||||||||
|
Series XIX |
16.50 | 16.41 | 1.00% | 03/03/2028 | Bullet | |||||||||||||||
|
Series XX |
13.50 | 13.48 | 4.50% | 20/07/2025 | Bullet | |||||||||||||||
|
Series XXI |
70.00 | 67.17 | 0.99% | 11/08/2028 | Bullet | |||||||||||||||
|
Series XXII |
14.70 | 14.66 | 5.00% | 05/06/2026 | Bullet | |||||||||||||||
|
Series XXIII |
92.20 | 73.31 | 6.50% | 06/03/2027 | Bullet | |||||||||||||||
|
Series XXIV |
46.60 | 46.86 | 8.00% | 03/05/2029 |
|
Four semi-annual installments from November 3,
2027, until maturity date |
|
|||||||||||||
|
Series XXV |
53.20 | 53.11 | 3.00% | 08/07/2028 | Bullet | |||||||||||||||
|
Series XXVI |
150.00 | 151.57 | 7.65% | 10/10/2031 |
|
Three consecutive annual installments from
October 10, 2029 until maturity date |
|
|||||||||||||
|
Series XXVII (2) |
600.00 | 597.42 | 7.63% | 10/12/2035 |
|
Three consecutive annual installments from
December 10, 2033 until maturity date |
|
|||||||||||||
|
Santander International |
11.70 (3) | 0.07 | 1.80% | 20/01/2026 | Bullet | |||||||||||||||
|
Santander International |
43.50 (3) | 0.08 | 2.05% | 02/07/2026 | Bullet | |||||||||||||||
|
Santander International |
13.50 (3) | 0.03 | 2.45% | 04/01/2027 | Bullet | |||||||||||||||
|
ConocoPhillips |
25.00 | 25.84 | SOFR + 2% | 26/09/2026 | Bullet | |||||||||||||||
|
Citibank |
20.00 | 20.01 | 5.00% | 26/04/2026 | Bullet | |||||||||||||||
|
Patagonia |
0.55 | 0.14 | 11.0% | 08/01/2025 | Bullet | |||||||||||||||
|
Total |
1,448.6 | |||||||||||||||||||
| (1) |
As of December 31, 2024, these bond series had been repaid in full. |
| (2) |
On December 10, 2024, Vista Argentina issued US$600 million aggregate principal amount of 7.625% senior notes due 2035 (the “2035 Notes”) under the Notes Program. The offering of the 2035 Notes was conducted as a private placement in the United States under Rule 144A and an offshore offering in reliance on Regulation S of the Securities Act. |
| (3) |
As of December 31, 2024, it includes US$24.35 million of collateralized capital. The carrying amount corresponds to interest. |
As of the date of this annual report, we are not in arrears in the payment of principal and interest, as applicable, on any of the aforementioned bonds and loans.
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Other Contractual Obligations
As of December 31, 2024, the Company also has other commitments and contractual obligations as follows:
| Payments due by period | ||||||||||||
| Total |
Short Term
(less than one year) |
Long Term
(more than one year) |
||||||||||
| (in thousands of US$) | ||||||||||||
|
Employee Benefit Plan |
12,367 | 1,339 | 11,028 | |||||||||
|
Lease Agreements |
116,328 | 63,004 | 53,324 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Total |
128,695 | 64,343 | 64,352 | |||||||||
|
|
|
|
|
|
|
|||||||
Capital Expenditures
The amount and allocation of future capital expenditures will depend upon a number of factors, including our cash flows from operating, investing and financing activities and our ability to execute our drilling program. We periodically review our capital expenditure budget to assess changes in current and projected cash flows, debt requirements and other factors. If we are unable to obtain funds when needed or on acceptable terms, we may not be able to finance the capital expenditures necessary to maintain our production or proved reserves. We intend to fund our capital expenditures with cash generated from our operations, cash on hand, and debt and equity financing.
Because we operate a high percentage of our acreage, capital expenditure amounts (in addition to our capital expenditures committed under our concessions) and timing are largely discretionary and within our control. We determine our capital expenditures depending on a variety of factors, including, but not limited to, existing commitments under the concessions, the success of our drilling activities, prevailing and anticipated prices for oil and natural gas, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other working interest owners. A deferral of planned capital expenditures, particularly with respect to drilling and completing new wells, could result in a reduction in anticipated production and cash flows. Moreover, we may be required to unbook some portion of our current proved undeveloped reserves if such deferral of planned capital expenditures implies that we will be unable to develop such reserves within five years of their initial booking.
During the year ended December 31, 2024, we made total capital expenditures of US$1,296.8 million. During the year ended December 31, 2023, we made total capital expenditures of US$734.3 million. During the year ended December 31, 2022, we made total capital expenditures of US$540.0 million.
As part of the terms and conditions governing the concession agreements relating to our oil and gas properties in Argentina, we are committed to making capital investments for drilling and completing wells, performing well workovers and investing in facilities. We have estimated the amount of capital expenditures required to comply with our commitments under such concessions based on the historical costs of drilling and completing wells, performing well workovers and investing in facilities.
According to our best estimates, as of the date of this annual report, our remaining investment commitments include drilling and completing nine development wells, executing 44 workovers, and abandoning 21 wells in Entre Lomas, 25 de Mayo–Medanito SE, and Jagüel de los Machos.
Pursuant to the Conventional Assets Transaction agreement, Aconcagua has assumed all past investment commitments, along with the associated costs, taxes, and royalties related to the CAT Exploitation Concessions.
Capital expenditures related to these commitments amount to an estimated US$40 million. For more information on these investment commitments, see Note 29 to our Audited Financial Statements.
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Cash Flows
The following table sets forth our cash flows for the periods indicated:
|
For the year
ended December 31, 2024 |
For the year
ended December 31, 2023 |
For the year
ended December 31, 2022 |
||||||||||
|
Cash flows provided by (used in) |
||||||||||||
|
Operating activities |
959,026 | 712,033 | 689,771 | |||||||||
|
Investing activities |
(1,051,876 | ) | (699,313 | ) | (582,712 | ) | ||||||
|
Financing activities |
641,211 | 19,556 | (143,201 | ) | ||||||||
|
Net increase (decrease) in cash and cash equivalents |
548,361 | 32,276 | (36,142 | ) | ||||||||
The ability of our Argentine entities to purchase non-Argentine currency in Argentina and to transfer any funds in the form of dividends, loans or advances to any non-Argentine entities (including affiliates) is subject to certain foreign exchange restrictions, as further described in “ Item 3— Key Information — Risk Factors — Detailed Risk Factors — Risks Related to the Argentine and Mexican Economic and Regulatory Environments — Current Argentine exchange controls and the implementation of further exchange controls could adversely affect our results of operations ” and “ Item 10 — Additional Information — Exchange Controls — Specific Provisions For Income From The Foreign Exchange Market .”
Cash Flows Provided by Operating Activities
For the year ended December 31, 2024, net cash generated by operating activities was US$959.0 million, primarily driven by an operating profit of US$625.4 million.
For the year ended December 31, 2023, net cash generated by operating activities was US$712.0 million, primarily driven by an operating profit of US$631.5 million.
For the year ended December 31, 2022, net cash generated by operating activities was US$689.8 million, primarily driven by an operating profit of US$529.1 million.
Cash Flows Used in Investing Activities
For the year ended December 31, 2024, net cash used in investing activities was US$1,051.9 million, mainly due to payments of US$1,052.5 million for the acquisition of property, plant and equipment.
For the year ended December 31, 2023, net cash used in investing activities was US$699.3 million, mainly due to payments of US$688.4 million for the acquisition of property, plant and equipment.
For the year ended December 31, 2022, net cash used in investing activities was US$582.7 million, mainly due to payments of US$479.0 million for the acquisition of property, plant and equipment, and the payment of US$115.0 million for the acquisition of assets of AFBN. The cash flow used in investing activities was mainly spent in the development of Vaca Muerta in Bajada del Palo Oeste and Aguada Federal.
Cash Flows Provided by (used in) Financing Activities
During the year ended December 31, 2024, cash used in financing activities was US$641.2. This was primarily due to new loans for US$1,320.9 million, which was partially offset by loan principal repayments of US$470.4 million and share repurchases for US$99.8 million.
During the year ended December 31, 2023, cash used in financing activities was US$19.6. This was primarily due to new loans for US$318.2 million, which was partially offset by loan principal repayments of US$211.5 million.
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During the year ended December 31, 2022, cash used in financing activities was US$143.2 million. This was primarily generated by loan principal repayments of US$195.1 million, which was partially offset by a new loans for US$128.8 million.
Treasury Policies
Our internal policies relating to the Company’s treasury include that the board of directors is responsible for determining our financial strategy, comprising dividend policy, investment of our resources, cash flow and working capital strategies, mergers and acquisitions, debt and equity issuances, share repurchases, derivative strategies, asset purchases and leases, and the Company’s indebtedness, among others, subject in any case (where applicable) to the approval of our shareholders when required by law or in accordance with our by-laws.
| ITEM 5.C |
RESEARCH AND DEVELOPMENTS, PATENTS AND LICENSES, ETC. |
Not applicable.
| ITEM 5.D |
TREND INFORMATION |
See “ Item 4—Information on the Company—Industry and Regulatory Overview .”
In addition to the information set forth in this section, additional information about the trends affecting our business can be found in “ Item 3 — Key Information — Risk Factors— Detailed Risk Factors — Risks Related to Our Business and Industry .” You should also read our discussion of the risks and uncertainties that affect our business in “ Item 3 — Key Information — Risk Factors— Detailed Risk Factors — Risks Related to the Argentine and Mexican Economic and Regulatory Environments .”
| ITEM 5.E |
CRITICAL ACCOUNTING ESTIMATES |
Critical accounting policies are policies that require us to exercise judgment or involve a higher degree of complexity in the application of the accounting policies that currently affect our financial condition and results of operations. The accounting judgments and estimates we make in these contexts require us to calculate variables and make assumptions about matters that are highly uncertain. In each case, if we had made other estimates, or if changes in the estimates occur from period to period, our financial condition and results of operations could be materially affected.
See Note 3 to our audited financial statements for a summary of the critical accounting judgments and estimates applicable to us. There are many other areas in which we use estimates about uncertain matters, but we believe the reasonably likely effect of changes or differences within critical accounting judgments and estimates would not have a material impact on our financial statements.
| ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
Board of Directors
Under the Mexican Securities Market Law, public companies must have a board of directors comprised of no more than 21 members, of which at least 25% must be independent. Independent members must be selected based on their experience, ability and reputation at the issuer’s shareholders’ meeting; whether or not a director is independent must be determined by the issuer’s shareholders and such determination may be challenged by the CNBV. The Mexican Securities Market Law permits then-acting members of the board of directors (as opposed to shareholders) to select, under certain circumstances and on a temporary basis, new members of the board of directors.
Boards of directors of public companies are required to meet at least four times during each calendar year and have the following principal duties:
| • |
determine general strategies applicable to the issuer; |
| • |
approve guidelines for the use of corporate assets; |
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| • |
approve, on an individual basis, transactions with related parties, subject to certain limited exceptions; |
| • |
approve unusual or exceptional transactions and any transactions that imply the acquisition or sale of assets with a value equal to or exceeding 5% of the issuer’s consolidated assets or that imply the provision of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of the issuer’s consolidated assets; |
| • |
approve the appointment or removal of the chief executive officer; |
| • |
approve waivers in respect of corporate opportunities; |
| • |
approve accounting and internal control policies; |
| • |
approve the chief executive officers’ annual report and corrective measures for irregularities; and |
| • |
approve policies for disclosure of information. |
Directors have the general duty to act for the benefit of the issuer, without favoring a shareholder or group of shareholders.
Our board of directors is responsible for the oversight of our business and is comprised of six members, five of which are independent. Set forth below are the name, age, position and biographical description of each of our current directors.
|
Name |
Position | Independent* | Age | Appointed | Term Expires on | |||||||||||||||
|
Miguel Galuccio |
Chairman | No | 56 | 2017 | No expiration date | |||||||||||||||
|
Susan L. Segal |
Director | Yes | 72 | 2017 | No expiration date | |||||||||||||||
|
Mauricio Doehner Cobian |
Director | Yes | 50 | 2017 | No expiration date | |||||||||||||||
|
Pierre-Jean Sivignon |
Director | Yes | 68 | 2018 | No expiration date | |||||||||||||||
|
Gerard Martellozo |
Director | Yes | 69 | 2022 | No expiration date | |||||||||||||||
|
Germán Losada |
Director | Yes | 40 | 2022 | No expiration date | |||||||||||||||
| * |
Independent under NYSE standards, applicable SEC rules and the CNBV Rules. |
Miguel Galuccio serves as our Chairman and Chief Executive Officer. He is currently an independent member of the board of directors of SLB, the largest global oil services company. From May 2012 to April 2016, Mr. Galuccio served as the Chairman and Chief Executive Officer of YPF, Argentina’s largest oil company. Under his leadership, the company became the largest producer of hydrocarbons from shale formations globally outside North America. Prior to joining YPF, Mr. Galuccio held various international positions at SLB, spanning North America, the Middle East, Asia, Europe, Latin America, Russia, and China. His last role at the firm was as President of SLB Production Management. He also served as President of Integrated Project Management, General Manager for Mexico and Central America, and Real-Time Reservoir Manager. Additionally, Mr. Galuccio is a founder and board member at GridX, a company investing in next-generation biotech startups. Mr. Galuccio holds a bachelor’s degree in petroleum engineering from the Instituto Tecnológico de Buenos Aires in Argentina.
Susan Segal serves as an independent member of our Board of Directors. Ms. Segal was elected President and CEO of Americas Society/Council of the Americas in 2003 after having worked in the private sector with Latin America and other emerging markets for over 30 years. Prior to her appointment, Ms. Segal was a partner at Chase Capital Partners/JPMorgan Partners focusing on private equity in Latin America and pioneering early-stage venture capital investing in the region. As a banker, she focused on investment banking, building an emerging-market bond-trading unit, and the Latin American debt crisis of the 1980s and early 1990s where she lead the Bank’s Restructuring effort and chaired the Chilean and Philippine Advisory Committees. Ms. Segal is a board member at Mercado Libre, Vista and Robinhood as well as an Honorary Director of Scotiabank. She is also a board member of Americas Society/Council of the Americas, the Tinker Foundation, the Bretton Woods Committee and a member of the Council on Foreign Relations. Ms. Segal has received numerous awards and honors: including the Orden Bernardo O’Higgins, Chile; the Orden de San Carlos, Colombia; the Orden del Águila Azteca, Mexico; the Orden al Mérito por Servicios Distinguidos – Gran Oficial, Peru; and recognition as the North American-Chilean Chamber of Commerce’s Honorary Chilean of the Year. In 2022, Ms. Segal was recognized by Colombian President Iván Duque with the Orden de Boyacá in the category of Grand Cross; and was honored by the government of Ecuador with the National Order of Honorato Vásquez in the grade of Commander in September 2023.
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Mauricio Doehner Cobian serves as an independent member of our Board of Directors. Mr. Doehner is Executive Vice President of Corporate Affairs, Enterprise Risk Management and Social Impact at CEMEX and is a member of its Executive Committee, reporting directly to the CEO. Mr. Doehner began work with CEMEX in 1996 and has held various executive positions in areas such as Strategic Planning, Institutional Relations and Communications and Business Risk Management for Europe, Asia, Middle East, South America, and Mexico. While acting in such capacities, he has led interactions and collaboration with several governments worldwide, as well as engaging in evaluation of tax structures, public policy initiatives, corporate social responsibility, communications, and crisis management. Further, he worked in Mexico’s Presidential Administration in 2000, leading its relationship with Mexican NGO’s, dealing with diverse issues such as government reforms and the national budget. Mr. Doehner also worked at Violy Byorum & Partners Investment Bank. Currently, he is the Vice President of the Mexican Employers’ Confederation ( COPARMEX ), Vice-president of the Confederation of Industrial Chambers ( CONCAMIN ) and a member of the boards of the Trust for the Americas organization affiliated to the Organization of American States ( OAS ), the Center of Citizen Integration ( CIC ), the Industrials Club of Monterrey, the Museum of Modern Art of Monterrey ( MARCO ), the Mexican Business Coordinating Council ( CCE ), the School of Social Sciences and Government at Tecnológico de Monterrey, and a member of the GAP Group within the Consejo Mexicano de Negocios ( CMN ). He is also a contributor to Expansión Magazine. Mr. Doehner holds a bachelor’s degree in economics from Tecnológico de Monterrey, a master’s degree in business administration from IESE/IPADE, a professional certificate in competitive intelligence from the FULD Academy of Competitive Intelligence in Boston, Massachusetts and, a Master in Public Administration from Harvard Kennedy School. Mauricio is a board member of the Advisory Board of the Center for U.S.—Mexican Studies ( USMEX ) at the School of Global Policy and Strategy ( GPS ) at UC San Diego.
Pierre-Jean Sivignon serves as an independent member of our Board of Directors. Mr. Pierre-Jean Sivignon was an advisor to the Chairman and CEO of Carrefour Group in Paris until December 2018, where he previously held the positions of Deputy CEO, CFO and Member of the Executive Board as well as Chairman of the Board of their publicly traded subsidiary in Brazil. Prior experience includes positions as the Chief Financial Officer, Executive Vice President, Member of the Board of Management at both Royal Philips Electronics in Amsterdam and at Faurecia (now Forvia) Group in Paris. He also held various high level financial and managerial positions with the SLB Group in different locations, including New York and Paris. Mr. Sivignon served in the past as an independent director of the Supervisory Boards of Imerys, Technip FMC (both companies traded on the Paris Stock Exchange), and Imperial Brands plc (which traded on London Stock Exchange). Mr. Sivignon graduated from French baccalaureate with honors in France and received an MBA from ESSEC ( Ecole Sup é rieure des Sciences Economiques et Commerciales ) also in France.
Gerard Martellozo serves as an independent member of our Board of Directors. Mr. Martellozo developed his career at SLB for over 40 years, retiring in 2019 as Vice President of Human Resources globally. Prior to assuming this position in 2014, he served as Senior Advisor to SLB’s chief executive officer, based in Houston, Texas, United States. Gérard joined SLB in 1979 after completing a Master in Engineering at the Ecole Nationale Superieure de l’Aeronautique et de l’Espace (Sup’Aero), France. He began his oilfield career as a wireline field engineer, quickly progressing into operations management with assignments in Spain, Italy, France, Nigeria, Algeria and Venezuela. After his experience in industry operating matters, he transitioned into Human Resources and worked with most of the company’s oilfield services business sectors over the next 20 years. From 2010 to 2012 he was HR Director of the company’s drilling group and responsible for integrating the several major oilfield services companies purchased by SLB including Cameron, Smith, M-I and Geoservices. Gérard Martellozo is currently the Chairman of the Board for the SLB Foundation. Before that, he joined the board of the Foundation in March 2014 to continue to lend his support to SLB’s long-term commitment to promoting women in technology in the world at large. He was also co-founder of Partnerjob.com, for which he served as treasurer from 2003 to its sale in 2017 to NetExpat.
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Germán Losada serves as an independent member of our Board of Directors. Mr. Losada is a Co-founder, Chairman and COO at VEMO, a leading integrated clean mobility company in Latin America. Mr. Losada has 12 years of experience in private equity, focused on the energy sector in Europe, United States and Latin America, with a strong expertise in building start-ups. He was a founding team member of Riverstone’s Latin America efforts, where he led the decarbonization growth equity and infrastructure investments. Mr. Losada serves as Chairman of VEMO and is a member of the Boards of Directors of Energía Real, White River Renewables and A2 Renovables. Previously, Mr. Losada worked in the European private equity group of First Reserve and in the investment banking division of Goldman Sachs in its Global Natural Resources and Latin America groups. Mr. Losada graduated from the University of San Andres in Argentina, where he earned a degree in Business Administration.
For a detailed description of the operation and authorities of our board of directors, see “ Item 10—Additional Information— Memorandum and Articles of Association —Board of Directors .”
Duties and Liabilities of Directors
The Mexican Securities Market Law also imposes duties of care and loyalty on directors.
The duty of care generally requires that directors obtain sufficient information and be sufficiently prepared to support their decisions and to act in the best interest of the issuer. The duty of care is discharged, principally, by requesting and obtaining from the issuer and its officers all the information required to participate in discussions, obtaining information from third parties, attending board meetings and disclosing material information in possession of the relevant director. Failure to act with care by one or more directors subjects the relevant directors to joint liability with the other directors involved in an action for damages and losses caused to the issuer and its subsidiaries, which may be limited (except in the instances of bad faith, or illegal acts or willful misconduct) under the company’s bylaws or by resolution of a shareholders’ meeting. Liability for a breach of the duty of care may also be covered by indemnification provisions and director and officer liability insurance policies.
The duty of loyalty primarily consists of a duty to maintain the confidentiality of information received in connection with the performance of a director’s duties and to abstain from discussing or voting on matters where the director has a conflict of interest. In addition, the duty of loyalty is breached if a shareholder or group of shareholders is knowingly favored or if, without the express approval of the board of directors, a director takes advantage of a corporate opportunity. The duty of loyalty is also breached if a shareholder or group of shareholders is knowingly favored, if the director discloses false or misleading information or fails to register any transaction in the issuer’s records that could affect its financial statements or causes material information not to be disclosed or to be modified. The duty of loyalty is also breached if the director uses corporate assets or approves the use of corporate assets in violation of an issuer’s policies. The violation of the duty of loyalty subjects the offending director to joint liability for damages and losses caused to the issuer and its subsidiaries. Liability also arises if damages and losses result from benefits obtained by the directors or third parties, as a result of activities carried out by the directors. Liability for breach of the duty of loyalty may not be limited by the company’s bylaws, by resolution of a shareholders’ meeting or otherwise.
Claims for breach of the duty of care or the duty of loyalty may be brought solely for the benefit of the issuer (as a derivative suit) and may only be brought by the issuer or by shareholders representing at least 5% of any outstanding shares.
As a safe-harbor for directors, the liabilities specified above will not be applicable if the director acted in good faith and (i) complies with applicable law and the bylaws, (ii) acted based upon information provided by officers, external auditors or third-party experts, the capacity and credibility of which may not be the subject of reasonable doubt, (iii) selected the more adequate alternative in good faith or in a case where the negative effects of such decision may not have been foreseeable, based upon the then available information, and (iv) actions were taken in compliance with resolutions adopted at the shareholders’ meeting.
Under the Mexican Securities Market Law, the issuer’s chief executive officer and principal executives are also required to act for the benefit of the company and not of a shareholder or group of shareholders. Principally, these executives are required to submit to the board of directors for approval the principal strategies for the business, to submit to the audit committee proposals relating to internal control systems, to disclose all material information to the public and to maintain adequate accounting and registration systems and internal control mechanisms.
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Board Committees
The Mexican Securities Market Law requires us to have an Audit and Corporate Governance Committee, which must be composed of at least three independent members under the Mexican Securities Market Law. We believe that all members of the Audit and Corporate Governance Committees are independent under the Mexican Securities Market Law and comply with the requirements of Rule 10A-3 of the Exchange Act. On May 10, 2018, the Board created a Compensation Committee with the intention of (i) setting the compensation strategy for our executive officers and directors, (ii) setting compensation levels for the CEO, and (iii) approving compensation policies for C-suite executives upon CEO recommendation.
Audit Committee
The members of our Audit Committee are:
| • |
Pierre-Jean Sivignon (chair); |
| • |
Mauricio Doehner Cobian; |
| • |
Germán Losada; and |
| • |
Gerard Martellozo. |
The members of our Audit Committee are independent under NYSE standards, applicable SEC rules and the CNBV Rules.
There is no expiration date on the term of the appointment of the members of our audit committee. For a detailed description of the operation and authorities of our audit committee, see “ Item 10—Additional Information—Memorandum and Articles of Association—Audit and Corporate Practices Committees. ”
Corporate Practices Committee
The members of our Corporate Practices Committee are:
| • |
Mauricio Doehner Cobian (chair); |
| • |
Pierre-Jean Sivignon; |
| • |
Susan L. Segal; |
| • |
Germán Losada; and |
| • |
Gerard Martellozo. |
There is no expiration date on the term of the appointment of the members of our Corporate Practices Committee. For a detailed description of the operation and authorities of our audit committee, see “ Item 10—Additional Information— Memorandum and Articles of Association —Audit and Corporate Practices Committees .”
Compensation Committee
The members of our Compensation Committee are:
| • |
Gerard Martellozo (chair); |
| • |
Pierre-Jean Sivignon; |
| • |
Mauricio Doehner Cobian; |
| • |
Germán Losada; and |
| • |
Susan L. Segal |
For a detailed description of the operation and authorities of our audit committee, see “ Item 10—Additional Information— Memorandum and Articles of Association —Audit and Corporate Practices Committees .”
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Agreements with Directors
There are no agreements between us and the members of our Board of Directors that provide for any benefits upon termination of their designation as directors. None of our directors maintains service contracts with us except as described in “ Item 7—Major Shareholders and Related Party Transactions—Major Shareholders ” and “ Item 7—Major Shareholders and Related Party Transactions—Related Party Transactions. ”
Executive Team
The following table sets forth the members of our Executive Team as of the date of this annual report.
|
Name |
Position |
Age |
Appointment |
|||
| Miguel Galuccio | Chairman and Chief Executive Officer | 56 | August 1, 2017 | |||
| Pablo Manuel Vera Pinto | Chief Financial Officer | 47 | August 1, 2017 | |||
| Juan Garoby | Chief Technology Officer | 54 | August 1, 2017 | |||
| Alejandro Cherñacov | Strategic Planning and Investor Relations Officer | 43 | August 1, 2017 | |||
| Matías Weissel | Chief Operations Officer | 39 | January 14, 2025 |
Miguel Galuccio. See “ Item 6—Directors, Senior Management and Employees—Board of Directors .”
Pablo Manuel Vera Pinto has served as our Chief Financial Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. From October 2012 to February 2017, he held the position of Director of Business Development at YPF. Mr. Vera Pinto also served as Director of Transformation at YPF from May 2012 to September 2012 and was a member of the boards of directors of several YPF-related companies, including the fertilizer company Profertil S.A. (a joint venture between Agrium of Canada and YPF), the electricity generation company Central Dock Sud S.A. (a partnership between Enel of Italy, YPF, and Pan American), and the gas distribution company MetroGAS S.A. (controlled by YPF and acquired from BG in 2012). Prior to his work at YPF, Mr. Vera Pinto collaborated with a private investor group specializing in restructuring. Over his career, he has gained extensive experience in operational and financial management, having served as Restructuring Manager, CFO, and CEO of various controlled companies. He also held positions in strategic consulting with McKinsey & Company in Europe and in investment banking at Credit Suisse First Boston in New York. Mr. Vera Pinto holds an undergraduate degree in Economics from Universidad Torcuato Di Tella in Buenos Aires and an MBA from INSEAD in Fontainebleau, France.
Juan Garoby has served as our Chief Technology Officer since January 14, 2025. Prior to this role, he served as Chief Operations Officer from August 1, 2017, to January 14, 2025. He has been involved with us since our incorporation on March 22, 2017. Mr. Garoby served as Interim Vice President of Exploration & Production at YPF from August 2016 to October 2016, Head of Drilling and Completions from April 2014 to August 2016, and Head of Unconventional from June 2012 to April 2014, during which time he also served as President of YPF Servicios Petroleros S.A., a YPF-owned drilling contractor. Prior to his tenure at YPF, Mr. Garoby worked at SLB as Operations Manager for Europe and Africa. He has also held several positions at Baker Hughes, including Director of Baker Hughes do Brasil, Country Manager of Baker Hughes Centrilift Brazil, and Country Manager of Baker Hughes Centrilift Ecuador & Peru. Mr. Garoby holds a bachelor’s degree in petroleum engineering from the Instituto Tecnológico de Buenos Aires (ITBA) in Argentina.
Alejandro Cherñacov has served as our Strategic Planning and Investor Relations Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. Mr. Cherñacov served as Chief Financial Officer at Jagercor Energy Corp, a small-cap Canadian Securities Exchange-listed E&P company, from January 2015 to February 2017. Previously, he served as Investor Relations Officer at YPF, where he was responsible for repositioning the company in both local and international capital markets. Mr. Cherñacov held several positions in YPF’s E&P department, with his last role being responsible for the upstream portfolio management process across Argentina, Brazil, and Bolivia. Mr. Cherñacov holds a bachelor’s degree in economics from the Universidad de Buenos Aires, a master’s degree in finance from the Universidad Torcuato Di Tella in Buenos Aires, and a professional certificate in strategic decision and risk management from Stanford University in Palo Alto, California.
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Matías Weissel has served as our Chief Operations Officer since January 14, 2025, and has been involved with us since April 2018. From April 2018 to January 14, 2025, he held the position of Operations Manager, overseeing Vista’s operations in Vaca Muerta. Between 2010 and 2018, Mr. Weissel worked at YPF, where he was part of the teams responsible for developing Vaca Muerta. During his tenure, he held various positions, including Project Leader for Loma Campana and Manager of Unconventional Projects. Mr. Weissel holds a degree in Industrial Engineering from the Instituto Tecnológico de Buenos Aires (ITBA).
Javier Rodríguez Galli has served as our General Counsel since August 1, 2017. Mr. Rodríguez Galli is a partner at the law firm Bruchou & Funes de Rioja – Abogados, with offices in Buenos Aires, Argentina, where he has led the Oil and Gas practice area since joining the firm in 2005. In recent years, he has acted as legal counsel for various international oil companies that have invested in Argentina, particularly in the development of shale hydrocarbons. In December 2014, he advised Petronas, the national oil company of Malaysia, in its negotiations and agreements with YPF that led to the joint venture between the two companies in the La Amarga Chica area in Neuquén to produce shale. Mr. Rodríguez Galli is currently a board member of Petronas E&P Argentina, S.A. He has also participated in numerous national and international negotiations related to oil and gas acquisitions, divestments, joint ventures, and strategic alliances and has extensive experience in corporate matters. From 1999 to 2005, he served as General Counsel for Molinos Río de la Plata, an Argentine leader in food and commodities controlled by the Pérez Companc family. From 1993 to 1999, he was an in-house counsel at YPF, Argentina’s largest oil and gas company, providing legal services to its international business development group. Mr. Rodríguez Galli graduated with honors from the Law School of Universidad de Buenos Aires in 1991, obtained a master’s degree from the London School of Economics in 1993, and a diploma from the College of Petroleum and Energy Studies at Oxford University in 1996.
Actions by our Executive Team
Our Chief Executive Officer and the other relevant officers (including members of our Executive Team) are required under the Mexican Securities Market Law to focus their activities on maximizing shareholder value in our Company. Our Chief Executive Officer and senior management may be held liable for damages to us, our subsidiaries and others for the following: (i) favoring a single group of shareholders, (ii) approving transactions between us, or our subsidiaries, with related persons without complying with applicable legal requirements, (iii) taking advantage of our subsidiaries’ assets for their own personal gain contrary to Company policy (or authorizing a third-party to do so on their behalf), (iv) making inappropriate use of our, or our subsidiaries’ non-public information or (v) knowingly disclosing or revealing false or misleading information.
Our Chief Executive Officer and the other relevant officers (including members of our Executive Team) are required under the Mexican Securities Market Law to act for the benefit of our Company and not that of a particular shareholder or group of shareholders. Our Chief Executive Officer is also required to (i) implement the instructions of our shareholders (as delivered during a shareholders’ meeting) and our board of directors, (ii) submit to our board of directors for approval the principal strategies for the business, (iii) submit to the audit and corporate practices committees proposals for systems of internal control, (iv) disclose all material information to the public and (v) maintain adequate accounting and registration systems and mechanisms for internal control. Our Chief Executive Officer and the members of the other relevant officers (including members of our Executive Team) are also subject to the same fiduciary duty obligations as our directors.
Our executive team also plays an important role from an ESG perspective. During 2022, we redefined our internal ESG framework with annual and mid-term objectives. Each of our senior managers is the project leader for one or more initiatives in our ESG framework. Each initiative has objectives, which are executed as projects, by each team and a project leader, who is responsible for moving each initiative forward. On a quarterly basis, the project leaders present the progress of their work program to the Executive Team and the Corporate Practices Committee, which in turn presents key aspects and conclusions to the Board of Directors.
Family Relationships
There are no family or kinship relationships among our directors and the members of our Executive Team.
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Compensation
During the year ended December 31, 2024, the aggregate remuneration paid by the Company to key management personnel for services in all capacities to the Issuer and its subsidiaries was US$49.6 million.
During the year ended December 31, 2024, the remuneration paid by the Issuer to each member of the Board of Directors, excluding the Chairman of the Board and the Chief Executive Officer, consisted of: (i) a fee of US$80,000, plus an additional US$30,000 for each Committee Chair, payable in four quarterly installments, and (ii) 10,000 series A shares, pursuant to the terms of the LTIP. The right to receive such remuneration was contingent upon attendance at a minimum of four meetings of the Company’s Board of Directors during the 2024 fiscal year.
Long-Term Incentive Plan
On March 22, 2018, a shareholders’ meeting authorized the Plan (as defined above). The purpose of the plan is to provide the means for the Company and its subsidiaries to attract and retain talented people as officers, directors, employees and consultants which are key to the Company and its subsidiaries, enhancing the profitable growth of the Company and its subsidiaries. That same shareholders’ meeting vested our Board of Directors with the authority to administer the Plan and approved the reservation of 8,750,000 series A shares issued by the Company on December 18, 2017, for the implementation of the Plan. Share purchase plans are classified as equity-settled transactions on the grant date. As of the date of this annual report, 471,260 Restricted Stock, 1,736,144 Stock Options, and 2,494,463 Performance Restricted Stock are outstanding under the Plan. The exercise prices and expiration dates of the Stock Options outstanding under the Plan are as follows (i) 110,000 Stock Options at an exercise price of US$2.10 per series A share, expiring on April 29, 2030, (ii) 40,650 Stock Options at an exercise price of US$2.85 per series A share, expiring on February 25, 2031, (iii) 493,828 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (iv) 513,378 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (v) 385,203 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, (vi) 8,998 Stock Options at an exercise price of US$32.02 per series A share, expiring on February 20, 2034, and (vii) 184,087 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035. The following paragraphs describe the principal terms and conditions of the Plan.
Type of Awards . The Plan permits different awards in the form of Stock Options, Restricted Stock or Performance Restricted Stock. Performance Restricted Stock vests based on the attainment of performance goals over a period of time to be determined by the Manager in consultation with the Board of Directors and/or the Compensation Committee and set forth in the corresponding award notice.
Plan Administration. The Plan is administered by our Board of Directors and/or the Compensation Committee. The Board may delegate certain authority under the Plan to some individual or individuals among the officers of the Company. The administrator of the Plan has the power and authority to determine the persons who are eligible to receive awards, the number of awards, as well as other terms and conditions of awards.
Award Agreement. Any award granted under the Plan is evidenced by an award agreement or a certificate issued by the Company that sets forth terms, conditions and limitations for such award, which may include the number of Restricted Stock or Stock Options awarded, the exercise price, the provisions applicable in the event of the participant’s employment or service terminates, among other provisions. The Board may amend the terms of the Plan and/or any particular award, provided that no such amendment shall impair the rights of any participant under the Plan.
Eligibility. We may grant awards to directors, officers, employees and consultants of our Company or any of our Subsidiaries.
Vesting Schedule. Except as otherwise set forth by the Plan regarding certain cases of termination (with or without cause) of employment or service, resignation, retirement, disability and/or death, Restricted Stock and Stock Options shall vest and become non-forfeitable in accordance with the following calendar: (i) 33% on the first anniversary, (ii) 33% on the second anniversary and (iii) 34% on the third anniversary of the date of grant. If a change of control event occurs, such participant’s Restricted Stock and options will be immediately vested and exercisable.
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Exercise of Stock Options . Vested options will become exercisable during 10 years since the date of grant. The exercise price per share under a Stock Option shall be the Fair Market Value per share on the date of grant. The number of Stock Options to be awarded to an Eligible Person shall be determined by the Manager at the time of grant following the Black-Scholes method.
Transfer Restrictions. Except under the laws of descent and distribution or otherwise permitted by the plan administrator, the participant will not be permitted to sell, transfer, pledge or assign any option.
Termination and amendment of the Plan. Our board of directors may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made if such amendment, alteration or discontinuation would impair the rights of a participant under any award.
Implementation of Plan; Trust . On March 26, 2019, the Company entered into the trust agreement No. 3844 with Banco INVEX, S.A., Institución de Banca Múltiple, INVEX Grupo Financiero in its capacity as trustee (i) implement and manage the terms of the Plan, and (ii) transfer the shares underlying the awards, as and when required, in accordance with the terms of the Plan and subject to fulfillment of any requirements set forth in applicable law. On December 2, 2022 an amendment to such trust agreement was entered into in order to allow distributing the respective awards, not only based on shares but also in ADSs representing rights with respect to shares.
On February 6, 2023, the Company filed with the SEC a registration statement on Form S-8, which relates to the registration of series A shares to be offered and sold under the Plan.
Business Address of the Members of our Board of Directors and Executive Team
The business address of the members of our Company’s board of directors and the members of our Executive Team is: Torre Mapfre, 18 th Floor, 243 Paseo de la Reforma Avenue, Colonia Renacimiento, Alcaldía Cuauhtémoc, Mexico City, 06600, Mexico.
Share Ownership
As of the date of this annual report, Susan Segal, Pierre-Jean Sivignon, Gerard Martellozo, German Losada, Mauricio Doehner Cobian and our Chief Operations Officer held series A shares and/or ADSs of the Company, in each case representing less than 1% of our outstanding shares.
As of the date of this annual report, our Chairman owned (i) 6,245,671 series A shares (a portion of which is held in the form of ADSs), (ii) 597,898 vested Stock Options, (iii) 330,204 unvested Stock Options, (iv) 189,668 Restricted Stock, and (v) 1,112,961 Performance Restricted Stock. The exercise prices and expiration dates of the Stock Options held by the Chairman are as follows (i) 281,186 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 305,895 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (iii) 223,955 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, and (iv) 117,066 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035.
As of the date of this annual report, our Chief Financial Officer owned (i) 1,513,667 series A shares (a portion of which is held in the form of ADSs), (ii) 134,638 vested Stock Options, (iii) 78,923 unvested Stock Options, (iv) 45,528 Restricted Stock, and (v) 284,788 Performance Restricted Stock. The exercise prices and expiration dates of the Stock Options held by our Chief Financial Officer are as follows (i) 61,861 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 67,297 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (iii) 55,429 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, and (iv) 28,974 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035.
As of the date of this annual report, our Chief Technology Officer owned (i) 1,438,504 series A shares (a portion of which is held in the form of ADSs), (ii) 134,638 vested Stock Options, (iii) 49,949 unvested Stock Options, (iv) 30,085 Restricted Stock, and (v) 286,357 Performance Restricted Stock. The exercise prices and expiration dates of the Stock Options held by our Chief Technology Officer are as follows (i) 61,861 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 67,297 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, and (iii) 55,429 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034.
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As of the date of this annual report, our Strategic Planning and Investor Relations Officer owned (i) 1,198,381 series A shares (a portion of which is held in the form of ADSs), (ii) 122,399 vested Stock Options, (iii) 71,748 unvested Stock Options, (iv) 41,391 Restricted Stock, and (v) 258,898 Performance Restricted Stock. The exercise prices and expiration dates of the Stock Options held by our Strategic Planning and Investor Relations Officer are as follows (i) 56,238 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 61,179 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, and (iii) 50,390 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, and (iv) 26,340 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035.
Except as set forth above, none of our directors or executive officers held Restricted Stock, Performance Restricted Stock or Stock Options, in each case and with respect to each such instrument, representing 1% or more of our outstanding shares as of the date of this annual report.
Employees
As of December 31, 2024, we had 528 employees, of which 510 were in Argentina and 18 in Mexico.
The following table shows the employee headcount for Vista for the periods presented:
| As of December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
|
Vista |
528 | 470 | 465 | |||||||||
As of December 31, 2024, December 31, 2023, and December 31, 2022, 55%, 54% and 59%, respectively, of our employees in Argentina were represented by one union and benefitted from a collective bargaining agreement between such union and our subsidiaries.
Since 2017, we have not experienced any material labor-related problems or major labor disturbances, and our relations with the unions are stable. However, we cannot guarantee that we will not experience any conflicts with our employees in the future, including with our unionized employees in the context of future negotiations of our collective bargaining agreements, which could result in events such as strikes or other disruptions that could have a negative impact on our operations. For further information on risk of labor disputes, see “ Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to our Company—We employ a highly unionized workforce and could be subject to labor actions such as strikes, which could have a material adverse effect on our business .”
As of December 31, 2024, there were also approximately 700 outsourced staff that access our operations on a daily basis to provide services. Although we have policies regarding compliance with labor and social security obligations for our contractors, we can provide no assurance that the contractors’ employees will not initiate legal actions against us seeking indemnification based upon a number of Argentine judicial labor court precedents that established that the ultimate beneficiary of employee services is joint and severally liable with the contractor, which is the employee’s formal employer. See “ Item 3 — Key Information — Risk Factors — Detailed Risk Factors — Risks Related to our Company —We face risks related to certain legal proceedings .”
We are firmly committed to providing the necessary tools for our workforce to grow technically and advance their careers within the Company. We have designed a professional development plan for technical training: the technical career program. First, we identified a matrix of critical competencies needed for the different technical positions. We conduct a gap analysis of our workforce and identify the skills needed to improve the qualification of our teams. Each career has a technical mentor and a person who evaluates the progress of individuals at each step of their career. We believe Vista has exceptional and experienced mentors who come from technical backgrounds and have been specifically involved with Vaca Muerta since the beginning of development.
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| ITEM 6.F |
DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION |
Not applicable.
| ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
| ITEM 7.A |
MAJOR SHAREHOLDERS |
Our outstanding capital stock consists of two series of shares: series A shares and series C shares, in each case registered with the RNV and listed on the Mexican Stock Exchange. As of December 31, 2024, our capital stock was represented by 95,285,451 series A shares, and two series C shares. As of the date of this annual report, our capital stock was represented by 98,150,716 series A shares, and two series C shares. Each series of shares grants the same rights and obligations to its holders, including corporate and economic rights.
The following table sets forth certain information known to us of our shareholders who are beneficial owners of more than 5% of our series A shares and series C shares as of the date of this annual report (except as set forth below), which is the most recent practicable date as to which we have information available. In computing the number of series A shares beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all series A shares subject to stock options or restricted stock held by that person or entity that are currently exercisable or that will become exercisable or vested, as applicable, within 60 days of the date of this annual report. series A shares issuable pursuant to stock options or restricted stock are deemed outstanding for computing the percentage ownership of the person or entity holding such options but are not outstanding for computing the percentage of any other person or entity.
|
Shareholders |
Amount | % of class | ||||||
|
Series A shares |
||||||||
|
Al Mehwar Commercial Investments LLC (1) |
12,822,581 | 13.06 | % | |||||
|
Miguel Galuccio (2) |
6,843,569 | 6.97 | % | |||||
| (1) |
Al Mehwar Commercial Investments LLC is a subsidiary of Abu Dhabi Investment Council Company P.J.S.C. which is a joint stock company established by the Government of the Emirate of Abu Dhabi in the United Arab Emirates. Abu Dhabi Investment Council Company P.J.S.C. is wholly owned by Mubadala Investment Company P.J.S.C., which is itself wholly owned by the Government of the Emirate of Abu Dhabi. |
| (2) |
As of the date of this annual report, our Chairman owned (i) 6,245,671 series A shares (a portion of which is held in the form of ADSs), (ii) 597,898 vested Stock Options, (iii) 330,204 unvested Stock Options, (iv) 189,668 Restricted Stock, and (v) 1,112,961 Performance Restricted Stock. |
As of December 31, 2024, there were 80,924,355 ADSs outstanding (representing rights to 80,924,355 series A shares or 85% of outstanding series A shares). As of December 31, 2024, there was one registered holder of ADSs in the United States. It is not practicable for us to determine the number of our ADSs or series A shares beneficially owned in the United States. Likewise, we cannot readily ascertain the domicile of the final beneficial owners represented by ADS record holders in the United States or the domicile of the beneficial owners of our series A shares, either directly or indirectly.
As of the date of this annual report, the Company is not directly nor indirectly controlled by another company, a government, or by any other individual or legal entity. In addition, we hereby represent that we are not aware of any commitment that could represent a change of control in our corporate structure.
| ITEM 7.B |
RELATED PARTY TRANSACTIONS |
We enter into transactions with our shareholders and with companies that are owned or controlled, directly or indirectly, by us in the normal course of our business. Any transactions with such related parties have been made consistent with normal business operations using terms and conditions available in the market and are in accordance with applicable law.
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The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial period/year.
Key management personnel remuneration
|
Consolidated for the
year ended December 31, 2024 |
||||
|
Short-term employee benefits |
20,861 | |||
|
Share-based payment transactions |
28,776 | |||
|
|
|
|||
|
Total |
49,637 | |||
The amounts disclosed in the table are the amounts recognized as an expense during the reporting period/year related to key management personnel.
| ITEM 7.C |
INTERESTS OF EXPERTS AND COUNSEL |
Not applicable.
| ITEM 8. |
FINANCIAL INFORMATION |
CONSOLIDATED FINANCIAL STATEMENTS
See Item 18 for our Audited Financial Statements. For a description of events that have occurred since the date of the Company’s Financial Statements, see “ Item 4—Information on the Company—Recent Developments .”
LEGAL PROCEEDINGS
From time to time, we may be subject to various lawsuits, claims and proceedings that arise in the normal course of business, including employment, commercial, environmental, safety and health matters. For example, from time to time, we receive notice from regulatory authorities in connection with the fulfillment of certain environmental, health and/or safety matters. It is not presently possible to determine whether any such matters will have a material adverse effect on our consolidated financial position, results of operations or liquidity.
For more information on the legal proceedings see Notes 22.3 and 28 to the Audited Financial Statements.
DIVIDENDS
Under Mexican law, subject to the satisfaction of certain quorum requirements, only shareholders at a general meeting have the authority to declare a dividend. Although not required by law, such declarations typically follow the recommendation of the Board of Directors. Additionally, under Mexican law, we may only pay dividends from retained earnings included in financial statements that have been approved at a general shareholders’ meeting, after all losses from prior fiscal years have been satisfied and after at least 5% of net income (after profit sharing and other deductions required by Mexican law) has been allocated to legal reserves, up to an amount equal to 20% of our paid-in capital stock from time to time. We have paid no dividend since our incorporation.
Our Board of Directors is not currently considering the adoption of a dividend policy. Changes in our operating and financial results, including those derived from extraordinary events, and risks described in “ Risk Factors ” that affect our financial condition and liquidity, could limit any distribution of dividends and their amount. We cannot provide any assurances that we will pay dividends in the future or as to the amount of dividends, if any are paid.
The amount and payment of future dividends, if any, will be subject to applicable law and will depend upon a variety of factors that may be considered by our Board of Directors or our shareholders, including our future operating results, financial condition, capital requirements, investments in potential acquisitions or other growth opportunities, legal restrictions, contractual restrictions in our current and future debt instruments and our ability to obtain funds from our subsidiaries. Such factors may limit or prevent the payment of any future dividends and may be considered by our Board of Directors in recommending, or by our shareholders in approving, the payment of any future dividends.
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We are a holding company and our income, and therefore our ability to pay dividends, is dependent upon the dividends and other distributions that we receive from our subsidiaries. The payment of dividends or other distributions by our subsidiaries will depend upon their operating results, financial condition, capital expenditures plans and other factors that their respective boards of directors deem relevant. Dividends may only be paid out of distributable reserves and our subsidiaries are required to allocate earnings to their respective legal reserve funds prior to paying dividends to us. In addition, covenants in loan agreements, if any, of our subsidiaries, may limit their ability to declare or pay cash dividends.
In the event we were to declare dividends they would be paid in Mexican Pesos through Indeval to each custodian, which would deduct any applicable withholding taxes. In the case of series A shares represented by ADSs, the depositary will convert the cash dividends it receives in Mexican Pesos into U.S. Dollars at the prevailing rate of exchange, and thereafter it would distribute the amount so converted to the holders of ADSs, net of conversion expenses of the depositary. Fluctuations in the Mexican Peso—U.S. Dollar exchange rate will affect the amount of dividends that ADS holders would receive.
Dividends paid from our distributable earnings that have not been subject to corporate income tax ( i.e. , that do not derive from our net after-tax profits account ( cuenta de utilidad fiscal neta or “ CUFIN ”) are subject to a corporate-level tax payable by us. We are entitled to apply any such tax on the distribution of earnings as a credit against our Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date in which the dividend was paid. Dividends paid from our distributable earnings that have been subject to corporate income tax ( i.e. , that derive from the company’s CUFIN balance) are not subject to this corporate-level dividend income tax.
On March 16, 2022, the Board of Directors of the Company called for an Ordinary and Extraordinary General Shareholders’ meeting, to propose, discuss, and, if applicable, approve a proposal permitting up to US$23.84 million (namely the total net profits for the year 2021, including the retained profits (accumulated results) minus US$1.26 million, that will be set aside to constitute the legal reserve) to be used for the purchase of the Company’s own shares during 2022. If the maximum amount of funds set aside for the purchase are not entirely used by December 31, 2022, the Company may use the remaining amount to repurchase its own shares during 2023. The amount of funds applicable to be used in 2023 may be increased or modified by any subsequent shareholders’ meeting. The proposal was subsequently approved by the Ordinary and Extraordinary General Shareholders’ meeting on April 26, 2022.
On October 26, 2022, the Board of Directors of the Company called for an Ordinary General Shareholders’ meeting, to propose, discuss, and, if applicable, approve a proposal permitting up to US$25.63 million (namely the total net profits for the first nine months of 2022, including the retained profits (accumulated results) minus US$1.35 million, that will be set aside to constitute the legal reserve) to be used for the purchase of the Company’s own shares during 2022. If the maximum amount of funds set aside for the purchase are not entirely used by December 31, 2022, the Company may use the remaining amount to repurchase its own shares during 2023. The amount of funds applicable to be used in 2023 may be increased or modified by any subsequent shareholders’ meeting. The proposal was subsequently approved by the Ordinary General Shareholders’ meeting on December 7, 2022.
On April 24, 2023, the Shareholder’s Meeting approved an amendment of the maximum amount of funds that may be used for the purchase of the Company’s shares (or securities representing such shares) for the fiscal year ended December 31, 2023, from the originally approved US$20.1 million to US$50.0 million, the remainder of which, if any, may be used for the same purposes for the fiscal year ended December 31, 2024.
On August 6, 2024, the Shareholder’s Meeting approved the maximum amount of funds that may be used for the purchase of the Company’s shares (or securities representing such shares) for the fiscal year ended December 31, 2024, for US$50.0 million, the remainder of which, if any, may be used for the same purposes for the fiscal year ended December 31, 2025.
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SIGNIFICANT CHANGES
There are no significant changes to the financial information included in the most recent audited financial statements contained in this annual report, other than as otherwise described in this annual report.
| ITEM 9. |
THE OFFER AND LISTING |
TRADING HISTORY
Our capital stock is comprised of common shares, no par value. Each share entitles the holder thereof to one vote at shareholders’ meetings. All outstanding shares are fully paid in and our common shares have been listed on the BMV since 2017. Since July 26, 2019, our ADSs have been listed on the NYSE. The ADSs have been issued by the Bank of New York as depositary. Each ADS represents one common share.
MARKET INFORMATION
Market of Our Shares
Our ADSs are currently listed on the NYSE under the symbol “VIST.” Each ADS issued by the Depositary represents rights to one series A share. Our series A shares are listed on the Mexican Stock Exchange under the symbol “VISTA.” As of December 31, 2024, the variable portion of our outstanding capital stock was comprised by 95,285,451 series A shares, registered with the RNV and listed on the Mexican Stock Exchange. The variable portion of our capital stock is of unlimited amount pursuant to our bylaws and the applicable laws, whereas the fixed portion of our capital stock is divided into two series C shares, registered with the RNV and listed on the Mexican Stock Exchange.
Trading on the Mexican Stock Exchange
The Mexican Stock Exchange, located in Mexico City, is one of two stock exchanges currently operating in Mexico. Operating continuously since 1907, the Mexican Stock Exchange is organized as a variable capital public stock corporation ( sociedad anónima bursátil de capital variable ). Securities trading on the Mexican Stock Exchange occurs each business day from 8:30 a.m. to 3:00 p.m. Mexico City time, subject to adjustments to operate uniformly with certain markets in the United States.
Since January 1999, all trading on the Mexican Stock Exchange has been affected electronically. The Mexican Stock Exchange may impose a number of measures to promote an orderly and transparent trading price of securities, including the operation of a system of automatic suspension of trading in shares of a particular issuer, when price fluctuations exceed certain limits.
Settlement of transactions with equity securities on the Mexican Stock Exchange are affected three business days after a share transaction is agreed to. Deferred settlement is not permitted without the approval of the Mexican Stock Exchange, even where mutually agreed. Securities traded on the Mexican Stock Exchange are on deposit in book-entry form through the facilities of Indeval, a privately owned securities depositary that acts as a clearinghouse, depositary, and custodian, as well as a settlement, transfer, and registration agent for Mexican Stock Exchange transactions, eliminating the need for physical transfer of securities. Transactions must be settled in Mexican Pesos except under limited circumstances and in respect of limited transactions in which settlement in foreign currencies may be permitted.
Market Regulation
In 1924, the CNBV was established to regulate banking activity and in 1946, the Mexican Securities Commission was established to regulate securities market activity. In 1995, these two entities merged to form the CNBV.
Among other things, the CNBV regulates the public offering and trading of securities, public companies and participants in the Mexican securities market (including brokerage houses and the Mexican Stock Exchange), and imposes sanctions for the illegal use of insider information and other violations of the Mexican Securities Market Law. The CNBV regulates the Mexican securities market, the Mexican Stock Exchange, and brokerage firms, through its staff and a board of governors composed of thirteen members.
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Mexican Securities Market Law
The current Mexican Securities Market Law (as amended from time to time) was published in the Mexican Federal Official Gazette on December 30, 2005, and became effective on June 28, 2006, and is referred to as the Mexican Securities Market Law.
In particular, the Mexican Securities Market Law:
| • |
includes private placement exemptions directed to Mexican institutional and qualified investors, and specifies the requirements that need to be satisfied for an issuer or underwriter to fall within the exemption; |
| • |
includes improved rules for tender offers, dividing them in either voluntary or mandatory; |
| • |
establishes standards for disclosure of holdings applicable to shareholders of public companies; |
| • |
establishes the role of the board of directors of public companies; |
| • |
defines the role of the chief executive officer and other relevant officers of public corporations; |
| • |
defines the standards applicable to the board of directors and the duties and potential liabilities and penalties applicable to each director, the chief executive officer and other executive officers and the audit and corporate governance committee (introducing concepts such as the duty of care, duty of loyalty and safe harbors for actions attributable to directors and officers); |
| • |
establishes the audit and corporate governance committee and establishes the audit and corporate governance committee with clearly defined responsibilities; |
| • |
sets forth rights of minority shareholders (including the right to initiate shareholders’ derivative suits); |
| • |
defines applicable sanctions for violation of law; |
| • |
provides flexibility to allow regulated Mexican brokerage firms to engage in certain limited activities; |
| • |
regulates stock exchanges, clearinghouses, futures and derivatives markets, and rating agencies; |
| • |
establishes penalties (including incarceration), arising from violations of the Mexican Securities Market Law and regulations thereunder; |
| • |
establishes that public companies are considered a single economic unit with the entities they control for reporting accounting and other purposes; |
| • |
establishes concepts such as consortiums, groups of related persons or entities, control and decision-making power; |
| • |
defines rules relating to the types of securities that may be offered by public companies; |
| • |
sets forth information for share repurchases; and |
| • |
specifies requirements for implementing anti-takeover measures. |
In March 2003, the CNBV issued certain general regulations applicable to issuers and other securities market participants, which regulations have since been amended, or the General Regulations, and in September 2004, the CNBV issued certain general regulations applicable to brokerage firms. The General Regulations, which repealed several previously enacted CNBV regulations, provide a consolidated set of rules governing public offerings, reporting requirements and issuer activity, among other things.
More recently, a decree amending certain provisions on the Mexican Securities Market Law became effective on December 29, 2023, which contains, among others, certain provisions and adjustments (a) providing flexibility to issue different series and classes of shares without requiring CNBV authorization and without a percentage limit, including shares without voting rights, with restricted voting rights, with veto rights, that limit or expand the distribution of profits or other special economic rights; and (b) allowing to delegate to the board of directors of public companies the authority to approve capital increases and determine the terms for the subscription of shares issued in connection with such increase, including restrictions on the exercise of preemptive subscription rights.
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Issuance, Registration and Listing Standards
In order to offer securities to the public in Mexico, an issuer must meet specific qualitative and quantitative requirements. Only securities that have been registered with the RNV, pursuant to approval by the CNBV may be listed on the Mexican Stock Exchange.
The General Regulations require the Mexican Stock Exchange to adopt minimum requirements for issuers that seek to list their securities in Mexico. These requirements relate to operating history, financial and capital structure, and minimum public floats, among other things. The General Regulations also require the Mexican Stock Exchange to implement minimum requirements (including minimum public floats) for issuers to maintain their listing in Mexico. These requirements relate to the issuer’s financial condition, capital structure and public float, among others. The CNBV may waive some of these requirements in certain circumstances. In addition, some of the requirements are applicable for each series of shares of the relevant issuer.
The CNBV’s approval for registration with the RNV does not imply any kind of certification or assurance related to the investment quality of the securities, the solvency of the issuer, or the accuracy or completeness of any information delivered to the CNBV or included in any offering document.
The Mexican Stock Exchange may review compliance with the foregoing requirements and other requirements at any time, but will normally do so on an annual, semi-annual and quarterly basis. The Mexican Stock Exchange must inform the CNBV of the results of its review, and this information must, in turn, be disclosed to investors. If an issuer fails to comply with any of these minimum requirements, the Mexican Stock Exchange will request that the issuer propose a plan to cure the violation. If the issuer fails to propose a plan, if the plan is not satisfactory to the Mexican Stock Exchange, or if an issuer does not make substantial progress with respect to the implementation of the corrective plan, trading of the relevant series of shares on the Mexican Stock Exchange may be temporarily suspended. In addition, if an issuer fails to implement the plan in full, the CNBV may cancel the registration of the shares, in which case the majority shareholder or any controlling group will be required to carry out a tender offer to acquire all of the outstanding shares of the issuer in accordance with the tender offer provisions set forth in the Mexican Securities Market Law (under which all holders must be treated in the same manner).
Reporting Obligations
Issuers of listed shares such as the Company, are required to file unaudited quarterly financial statements and audited annual financial statements (together with an explanation thereof) and periodic reports, in particular reports dealing with material events, with the CNBV and the Mexican Stock Exchange. Mexican issuers must file the following reports:
| • |
a comprehensive annual report prepared in accordance with the General Regulations, by no later than April 30 of each year, which must include (i) audited annual financial statements and (ii) reports on the activities carried out by the audit and corporate governance committee; |
| • |
quarterly reports, within 20 business days following the end of each of the first three quarters and 40 business days following the end of the fourth quarter; |
| • |
reports disclosing material information; |
| • |
reports and disclosure memoranda revealing corporate restructurings such as mergers, spin-offs or acquisitions or sales of assets, approved by shareholders’ meeting or the board of directors; |
| • |
reports regarding the policies and guidelines with respect to the use of the company’s (or its subsidiaries) assets by related persons; and |
| • |
details dealing with agreements among shareholders. |
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Pursuant to the General Regulations, the internal rules of the Mexican Stock Exchange were amended to implement an automated electronic information transfer system ( Sistema Electrónico de Envío y Difusión de Información, or SEDI) called the Sistema Electrónico de Comunicación con Emisoras de Valores , or EMISNET, for information required to be filed with the Mexican Stock Exchange. Issuers of listed securities must prepare and disclose their financial and other information via EMISNET. Immediately upon receipt, the Mexican Stock Exchange makes this financial and other information available to the public.
The General Regulations and the rules of the Mexican Stock Exchange require issuers of listed securities to file through SEDI information that relates to any event or circumstance that could influence an issuer’s share prices and investor decisions to acquire stock. If listed securities experience unusual price volatility, the Mexican Stock Exchange must immediately request that an issuer inform the public as to the causes of the volatility or, if the issuer is unaware of the causes, that it makes a statement to the effect that it is unaware of the causes of such volatility. In addition, the Mexican Stock Exchange must immediately request that issuers disclose any information relating to material events when it deems the available public information to be insufficient, as well as instruct issuers to clarify information when necessary. The Mexican Stock Exchange may request that issuers confirm or deny any material event that has been disclosed to the public by third parties when it deems that the material event may affect or influence the price of the listed securities. The Mexican Stock Exchange must immediately inform the CNBV of any such request. In addition, the CNBV may also make any of these requests directly to issuers. An issuer may delay the disclosure of material events if:
| • |
the information is related to transactions that have not been consummated; |
| • |
there is no public information in the mass media relating to the material event; and |
| • |
no unusual price or volume fluctuation occurs. |
If an issuer elects to delay the disclosure of material, it must implement adequate confidentiality measures (including maintaining a log with the names of parties in possession of confidential information and the date when each such party became aware of the relevant information).
Similarly, if an issuer’s securities are traded on both the Mexican Stock Exchange and a foreign securities exchange, the issuer must simultaneously file the information that it is required to file pursuant to the laws and regulations of the foreign jurisdiction with the CNBV and the Mexican Stock Exchange.
Suspension of Trading
In addition to the authority of the Mexican Stock Exchange under its internal regulations described above, the CNBV and the Mexican Stock Exchange may suspend trading in an issuer’s securities:
| • |
if the issuer does not disclose a material event; |
| • |
failure by the issuer to timely or adequately comply with its reporting obligations; |
| • |
significant exceptions or comments contained in the auditors’ opinions of the issuer’s financial statements, or determinations that such financial statements were not prepared in accordance with the applicable accounting procedures and policies; or |
| • |
upon price or volume volatility or changes in the trading of the relevant securities that are not consistent with the historic performance of the securities and cannot be explained solely through information made publicly available pursuant to the General Regulations. |
The Mexican Stock Exchange must immediately inform the CNBV and the general public of any suspension. An issuer may request that the CNBV or the Mexican Stock Exchange permit trading to resume if it demonstrates that the causes triggering the suspension have been resolved and that it is in full compliance with periodic reporting requirements. If an issuer’s request has been granted, the Mexican Stock Exchange will determine the appropriate mechanism to resume trading (which may include a bidding process to determine applicable prices). If trading in an issuer’s securities is suspended for more than 20 business days and the issuer is authorized to resume trading without conducting a public offering, the issuer must disclose via SEDI, before trading may resume, a description of the causes that resulted in the suspension.
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Under consent regulations, the Mexican Stock Exchange may consider the measures adopted by other non- Mexican exchanges to suspend and/or resume trading of an issuer’s shares, in cases where the relevant securities are simultaneously traded on stock exchanges located outside of Mexico.
Insider Trading, Trading Restrictions and Tender Offers
The Mexican Securities Market Law contains specific regulations regarding insider trading, including the requirement that persons in possession of information deemed privileged abstain (i) from directly or indirectly, trading in the relevant issuer’s securities, or derivatives with respect to such securities, the trading price of which may be affected by such information, (ii) from making recommendations or providing advice to third parties to trade in such securities, and (iii) disclosing or communicating such privileged information to third parties (except for persons to whom such information must be disclosed as a result of their positions or employment).
Pursuant to the Mexican Securities Market Law, the following persons must notify the CNBV of any transactions undertaken by them with respect to a listed issuer’s securities, whether on a case-by-case basis or quarterly:
| • |
members of a listed issuer’s board of directors; |
| • |
shareholders directly or indirectly controlling 10% or more of a listed issuer’s outstanding capital stock; and |
| • |
officers. |
These persons must also inform the CNBV of the effect of the transactions within five days following their completion. In addition, insiders must abstain from purchasing or selling securities of the issuer within three months from the last sale or purchase, respectively.
Also, directors and relevant officers that are holders of 1% or more of the outstanding shares of a Mexican public company, must disclose their holdings and the relevant issuer.
Subject to certain exceptions, any acquisition of a public company’s shares that results in the acquirer owning 10% or more, but less than 30%, of an issuer’s outstanding capital stock, must be publicly disclosed to the CNBV and the Mexican Stock Exchange by no later than one business day following the acquisition.
Any acquisition or disposition by certain insiders that results in such insider increasing or decreasing in 5% or more such insider’s holdings in shares of the public company to which it is related must also be publicly disclosed to the CNBV and the Mexican Stock Exchange no later than one business day following the acquisition or disposition. The Mexican Securities Market Law requires that convertible securities, warrants and derivatives to be settled in kind be considered in the calculation of share ownership percentages of public companies.
Tender Offers
The Mexican Securities Market Law contains provisions relating to public tender offers and certain other share acquisitions occurring in Mexico. Under the Mexican Securities Market Law, tender offers may be voluntary or mandatory. Both are subject to prior approval of the CNBV and must comply with general legal and regulatory requirements. Voluntary tender offers, or offers where there is no requirement that they be initiated or completed, are required to be made pro rata. Any intended acquisition of a public company’s shares that results in the acquirer owning 30% or more requires the acquirer to make a mandatory tender offer for the greater of (i) the percentage of the capital stock intended to be acquired, or (ii) 10% of the company’s outstanding capital stock, provided that if such acquisition is aimed at obtaining control, then the potential acquirer is required to launch a mandatory tender offer for 100% of the company’s outstanding capital stock (however, under certain circumstances, the CNBV may permit an offer for less than 100%). The tender offer must be made at the same price to all shareholders and classes of shares. The board of directors, with the advice of the audit and corporate governance committee, must issue its opinion in respect of the fairness of the price applicable to any mandatory tender offer, which may be accompanied by an independent fairness opinion. Directors and the chief executive officer of a public company, in respect of which a tender offer has been made, must disclose whether or not each of them will tender his respective shares in the tender offer.
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Under the Mexican Securities Market Law, all tender offers must be open for at least 20 business days and purchases thereunder are required to be made pro rata to all tendering shareholders. The Mexican Securities Market Law also permits the payment of certain amounts to a controlling shareholder over and above the offering price if these amounts are fully disclosed, approved by the board of directors, and paid solely in connection with non-compete or similar obligations. The law also provides exceptions to the mandatory tender offer requirements and specifically sets forth remedies for non-compliance with these tender offer rules ( e.g., suspension of voting rights, possible annulment of purchases, etc.) and other rights available to prior shareholders of the issuer.
Anti-Takeover Protections
The Mexican Securities Market Law provides that public companies may include anti-takeover provisions in their by-laws if such provisions (i) are approved by a majority of the shareholders, without shareholders representing 20% or more of the capital stock present at the meeting voting against such provision, and (ii) do not contravene legal provisions related to tender offers or have the effect of disregarding the economic rights related to the shares held by the acquiring party.
| ITEM 10. |
ADDITIONAL INFORMATION |
MEMORANDUM AND ARTICLES OF ASSOCIATION
General
We were incorporated on March 22, 2017, with public deed number 79,311 and registered with the Mexican Public Registry of Commerce in Mexico City, under commercial folio number N-2017024493, as a capital stock corporation. A copy of our bylaws can be obtained from the CNBV or the Mexican Stock Exchange and is available for review at www.bmv.com.mx.
Pursuant to the shareholders resolutions that approved our initial public offering as documented by public deed number 80,566 on July 28, 2017 and registered with the Mexican Public Registry of Commerce in Mexico City, under commercial folio number N-2017024493, we became a publicly traded company of variable capital stock ( sociedad anónima bursátil de capital variable ) and approved amendments to our bylaws in order to comply with applicable provisions in the Mexican Securities Market Law.
You may obtain a copy of our current bylaws from us or from the Mexican Stock Exchange through the following website: www.bmv.com.mx and www.vistaenergy.com . An English translation of our current bylaws is available from us upon request via email at ir@vistaenergy.com .
Corporate Purpose
Pursuant to Article three of our bylaws, the corporate purpose of Vista is to engage, among others, in the following activities:
| (i) |
acquire, by any legal means, any type of assets, stock, partnership interests, equity interests or interests in any kind of commercial or civil companies, associations, partnerships, trusts or any kind of entities within the energy sector, whether such entities are Mexican or foreign, at the time of their inception or at a later time as well as sell, assign, transfer, negotiate, encumber or otherwise dispose of or pledge such assets, stocks, equity interests or interests; |
| (ii) |
participate as a partner, shareholder or investor in all businesses or entities, whether mercantile or civil, associations, trusts or any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of incorporated companies, as well as to exercise the corporate and economic rights derived from such participation and to buy, vote, sell, transfer, subscribe, hold, use, encumber, dispose, modify or auction under any title, such shares, equity interests or other kind of interests, as well as participations of all kind in entities subject to applicable law, as it is necessary or convenient; |
| (iii) |
issue and place shares representative of its social capital, either through public or private offerings, in national or foreign stock exchange markets; |
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| (iv) |
issue or place warrants, either through public or private offerings, by shares representing their capital stock or any other type of securities, in domestic or foreign stock exchange markets; and |
| (v) |
issue or place negotiable instruments, debt instruments or any other value, either through public or private offerings, in domestic or foreign stock exchange markets. |
Capital Stock
Our capital stock is variable. The amount of the fixed portion of our capital stock that is not subject to rights of withdrawal is Ps.3,000, represented by two series C common, nominative shares no par value. As of December 31, 2024, the two series C shares are held by the Company, and no economic or corporate rights might be exercised in connection therewith. The variable portion of our capital stock subject to rights of withdrawal is unlimited and represented by series A shares, which are ordinary, nominative, no par value and grant equal economic and corporate rights and obligations to their holders. As of December 31, 2024, the variable portion of our outstanding capital stock was comprised by 95,285,451 series A shares. Our series A shares may be subscribed to and paid for by Mexican or foreign individuals or corporations, as well as by any other foreign entities with or without legal entity. Our series B shares (which were ordinary, nominative, with no par value and grant the same economic and corporate rights and obligations to their holders) have been cancelled and at their time, were subscribed and paid by our Strategic Partners (otherwise referred to herein as the Sponsor) and the independent directors of the Company and were converted into series A shares as approved at an ordinary general shareholders’ meeting.
On August 1, 2017, prior to the closing of our initial public offering in Mexico, Vista and its strategic partners, Vista Sponsor Holdings, L.P. (an entity controlled by senior personnel from Riverstone Investment Group LLC) together with Miguel Galuccio, Pablo Vera Pinto, Juan Garoby and Alejandro Cherñacov (collectively, the “ Sponsor ”), entered into a strategic partners agreement (“ Strategic Partners Agreement ”) in connection with the private placement of the Sponsor Warrants. Pursuant to the Strategic Partners Agreement, the parties agreed, among other things, (i) to purchase the Sponsor Warrants, (ii) that the Sponsor Warrants may be exercised without cash payment as described in “ Item 10—Additional Information— Memorandum and Articles of Association —Warrants, ” (iii) in the event that the warrants terminate early and the Sponsor Warrants expire without being exercised, the parties agreed to issue another security or instrument that permits them to purchase series A shares in the same manner as the expired Sponsor Warrants, and (iv) to certain lockup provisions, which have expired as of the date of this annual report. As of the date of this annual report, there are no outstanding warrants. As of the date of this annual report, and as a consequence of the exercise of all outstanding warrants on March 15, 2023, the Strategic Partners Agreement has come to an end as the terms thereof are no longer applicable.
On March 22, 2018, a shareholders’ meeting authorized the Plan. That same shareholders’ meeting approved the reservation of 8,750,000 series A shares issued by the Company on December 18, 2017, for the implementation of the Plan. Additionally, the series A shares repurchased by the Company through our buy-back program may be allocated to the Plan. As of the date of this annual report, 11,284,006 series A shares have been vested and are outstanding in connection with the Plan. If all series A shares currently reserved for the Plan, in addition to all the shares repurchased through the ongoing buy-back program, became outstanding, our issued and outstanding share capital would increase 0.6% from 98,150,716 series A shares outstanding as of the date of this annual report to 98,781,026 series A shares. See “ Item 6—Directors, Senior Management and Employees— Long-Term Incentive Plan . ”
At an ordinary general shareholders’ meeting, our shareholders may approve the issuance of other types of shares including those who have special rights or limited rights to holders and/or securities with respect to such shares.
Warrants
On October 4, 2022, Vista held a warrant holders’ meeting during which the warrant holders approved the amendments to the warrant indenture and the global certificate that covers such Warrants proposed by the Company, by means of which a cashless exercise mechanism was implemented that entitled the warrant holders to, in their sole discretion or at Vista’s discretion (in the latter case, with respect to all outstanding warrants and without any further request, notice or communication required to or from Holders or any other person), obtain one series A share for each 31 Warrants owned.
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During the period between October 10, 2022 and March 7, 2023, the warrants holders exercised 75,144,465 warrants, and as a result of such excercise, 2,424,015 additional series A shares became outstanding.
On March 7, 2023, Vista concluded the process with the CNBV to update the registration of Vista’s warrants in the RNV enabling the Automatic Cashless Exercise. On March 15, 2023, by virtue of such Automatic Cashless Exercise, and after giving effect thereto, the 24,535,535 outstanding Warrants were exercised, equivalent to 791,439 additional series A shares became outstanding. By virtue of the exercise of all warrants ( i.e ., those exercised by the Holders before the Automatic Cashless Exercise, plus those exercised pursuant to such Automatic Cashless Exercise), the total number of series A shares that became outstanding is 3,215,454. As of the date of this annual report, there are no outstanding warrants.
Movements in Our Capital Stock
Capital stock increases shall be made pursuant to resolutions adopted by our shareholders in general shareholders’ meetings.
Increases of our capital stock in its fixed portion are approved by resolutions taken by our shareholders in extraordinary shareholders’ meetings, with a corresponding amendment to our bylaws, while the modification of our capital stock in its variable portion is approved in ordinary shareholders’ meetings, which shall be formalized before a notary public, without it being necessary that the relevant public deed is recorded before the public registry of commerce of our corporate domicile.
Additionally, we may affect capital increases due to the capitalization of shareholders’ equity accounts, pursuant to Article 116 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, through payment in cash or in kind, capitalization of liabilities or by any other means allowed by applicable law. Regarding the increases by means of capitalization of shareholders’ equity accounts, all shares shall have the right to the proportional part that correspond to them in the increase, without it being necessary to issue new shares representing the increase.
Capital increases, except for those arising from our acquisition of our own securities, shall be recorded in a capital variation registry book, which we are required to maintain pursuant to Article 219 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law.
We may keep unsubscribed shares resulting from capital increase in treasury, or otherwise cancel such shares, in both cases a prior capital decrease shall be resolved by a shareholders’ meeting to the extent necessary.
Our capital stock may only be reduced upon approval of our shareholders through resolutions adopted by them in either ordinary or extraordinary shareholders’ meetings, in accordance with the provisions set forth in Article 12 of our bylaws except for (i) the separation of shareholders as described in Article 206 of Mexico’s General Law of Commercial Companies or any other provision replacing it from time to time, and other applicable law; and (ii) the acquisition of our own shares in accordance with our bylaws, the Mexican Securities Market Law and other applicable law.
We may only reduce the fixed portion of our capital stock upon approval of our shareholders through resolutions adopted by them at an extraordinary shareholders’ meeting, the amendment of our bylaws and the formalizing of the relevant meeting minutes before a notary public. We may also reduce the variable portion of our capital stock upon approval by our shareholders through resolutions adopted by them at an ordinary shareholders’ meeting, the minutes of which shall be formalized before a notary public; provided that when the shareholders exercise their separation right or when the decreases are a result of the reacquisition of our own shares, no resolution from the shareholders’ meeting will be needed.
We may reduce our capital stock to absorb losses in the event that any shareholder exercises its right of separation pursuant to Article 206 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, as well as a result of the reacquisition by the Company of our own shares pursuant to our bylaws, or in any other case allowed under applicable law.
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Capital reductions to compensate losses will be carried out proportionally among all the shares representing our capital stock, without it being necessary to cancel shares since they do not have par value.
Holders of securities that are part of the variable portion of our capital stock may not exercise their right of withdrawal described in Article 220 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time, pursuant to Article 50 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law.
We shall register all capital reductions in our capital variations registry book, except for reductions resulting from repurchase of our own shares.
Voting Rights
Pursuant to our bylaws, each series of our shares grants the same rights and obligations to holders thereof, including economic rights, since all holders of the shares participate equally, without any distinction, in any dividend, repayment, amortization or distribution of any nature on the terms further described herein.
Our bylaws provide that, we may issue shares of different series or classes, with no voting rights, with limited corporate rights or with limited voting rights.
Non-voting shares shall not count for determining the necessary quorum to call to order a general shareholders’ meeting. Limited or restricted voting shares will count only in determining the necessary quorum to call to order shareholders’ meetings in which their vote is needed or special meetings.
Resolutions adopted at any general shareholders’ meeting in which the issuance of shares with different series or classes is approved shall set forth the rights, limitations, restrictions and all other characteristics corresponding to such shares.
Shareholders’ Meetings
A general shareholders’ meeting acts as our supreme body and authority. General shareholders’ meetings may be ordinary or extraordinary, as well as special, and shall always be held in our corporate domicile, except for cases of force majeure or acts of God.
Pursuant to Mexican law and our bylaws, general shareholders’ meetings require 15 calendar days’ advance notice to be legally convened upon first or subsequent calls. Extraordinary general shareholders’ meetings are convened to approve any of the matters referred to in Article 182 of Mexico’s General Law of Commercial Companies, Articles 48, 53 and 108 of the Mexican Securities Market Law, or any other provisions replacing them from time to time and other applicable law, as well as those provisions contained in Articles 9 and 19 of our bylaws. All other general shareholders’ meetings shall be ordinary meetings, including those meetings which address increases and reductions to the variable portion of our capital stock.
Special shareholders’ meetings shall convene to handle any matter that may affect the rights granted to the holders of a series of our shares and shall be subject to the applicable provisions in our bylaws that were established for extraordinary general shareholders’ meetings, in respect to attendance and voting quorums, as well as formalization of minutes.
An ordinary general shareholders’ meeting shall be held at least once each year within the first four months following the end of the previous fiscal year in order to approve the matters listed in the agenda for such meeting, the matters described in Article 181 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time, as well as to do any of the following:
| (i) |
discuss, approve or modify reports of the chairmen of both the audit committee and the corporate practices committee; |
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| (ii) |
discuss, approve or modify reports of our Chief Executive Officer, pursuant to Article 28, Section IV, and Article 44, Section XI, of the Mexican Securities Market Law, or any other provision replacing them from time to time and other applicable law; |
| (iii) |
discuss, approve or modify reports of the board of directors, pursuant to sub-paragraph (b) of Article 172 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law; |
| (iv) |
review the opinion of the board of directors regarding the content of the Chief Executive Officer’s reports; |
| (v) |
decide on the use of profits, if any; |
| (vi) |
appoint members of our board of directors, the Secretary and Deputy Secretary and the members of committees, as well as their respective substitutes, as the case may be, and appoint or remove the chairmen of both the audit committee and the corporate practices committee; |
| (vii) |
determine the independence of directors; |
| (viii) |
determine the maximum amount of corporate funds that may be used for the repurchase of our own securities; |
| (ix) |
approve transactions that we intend to carry out in the course of the fiscal year, when such transactions, or a series of transactions considered together on an aggregate basis based on certain shared characteristics (as determined by the Mexican Securities Market Law), represent an amount that is 20% or more of our consolidated assets, determined on the basis of the value of our consolidated assets at the end of the immediately preceding quarter (in such meetings, the shareholders with limited or restricted voting rights may vote); and/or |
| (x) |
handle any other matter in accordance with applicable law and that is not specifically reserved by law to be taken up at an extraordinary general shareholders’ meeting. |
An extraordinary general shareholders’ meeting shall handle any of the matters described in Article 182 of Mexico’s General Law of Commercial Companies or any other provision replacing it from time to time. In addition, shareholders at such an extraordinary meeting may do any of the following:
| (i) |
amend our bylaws to prevent an acquisition of our securities that would provide an acquirer or acquirers control of our Company; |
| (ii) |
increase our capital stock pursuant to the terms of Article 53 of the Mexican Securities Market Law, or any other provision replacing it from time to time; |
| (iii) |
cancel the registration any of our capital stock or the certificates representing such securities with the RNV; |
| (iv) |
generally, amend our bylaws; |
| (v) |
approve the cancellation of shares representing our capital stock with distributable profits and the issuance of dividend certificates or limited-voting, preferential or any other kind of shares different from ordinary shares; and/or |
| (vi) |
handle any other matter in accordance with applicable law or our bylaws that expressly requires a special quorum or is specifically reserved by law to be taken up at an extraordinary general shareholders’ meeting. |
Any general shareholders’ meeting may be called by our board of directors, the Chairman of the Board of Directors, our Secretary or either the Audit Committee or Corporate Practices Committee. The holders of shares with voting rights representing 10% or more of our capital stock may also request a general shareholders’ meeting, individually or collectively, from the Chairman of the board of directors or to the relevant committee, notwithstanding the percentage set forth under Article 184 of Mexico’s General Law of Commercial Companies.
A shareholder request for a general shareholders’ meeting may be granted so long as such request meets the requirements set forth in Article 185 of Mexico’s General Law of Commercial Companies, any other provision replacing it from time to time and other applicable law. If a call is not made within 15 calendar days following the request date, a civil or district court judge of the Company’s domicile will make such a call at the request of any interested shareholder, who must prove the ownership of its shares for such purposes.
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Calls for general shareholders’ meetings shall be published in the electronic system established by the Mexican Ministry of Economy for such purposes and may be published in one of the newspapers of largest circulation in the corporate domicile of the Company within at least 15 calendar days prior to the date on which the relevant meeting is intended to take place, pursuant to applicable law.
From the date of notice of a general shareholders’ meeting to the date on which the meeting is held, we will make available to the shareholders, in our offices, immediately and free of charge, all information that we may deem necessary to vote on matters at the meeting, including the forms described in Section III of Article 49 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law.
General shareholders’ meetings may be held without prior notice (as described above) in the event that all the shares representing the capital stock with voting rights, or the relevant series of shares (in the event of a special meeting) are present or represented at the time of the voting at a meeting.
Notwithstanding the foregoing and in accordance with the second paragraph of Article 178 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, shareholders may adopt resolutions by unanimous written consent without a meeting, which will have the same validity and effectiveness as if such resolutions had been approved in a general shareholders’ meeting.
Shareholders may be represented at general shareholders’ meetings by an attorney-in-fact that has a power-of-attorney granted pursuant to the forms described in Section III of Article 49 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law or pursuant to a power of attorney granted pursuant to applicable law.
To be admitted to a general shareholders’ meeting, shareholders shall be duly registered in our stock registry book managed in accordance with Article 128 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, or they may present certificates issued by the Indeval or any other institution that acts as a depository of securities in accordance with the Mexican Securities Market Law.
To attend a special or general shareholders’ meeting, the relevant shareholder must prove to the Secretary non-member of our board of directors that it does not require the prior approval by our board of directors pursuant to Article 9 of our bylaws.
Ordinary and extraordinary general shareholders’ meetings shall be presided over by the Chairman of the board of directors or, in his or her absence, by such person as determined by the shareholders at the relevant meeting through a majority vote of shares present.
The Secretary non-member of the board of directors or the Deputy Secretary shall act as secretary of the general shareholders’ meetings or, in his or her absence, by such person as determined by the shareholders at the relevant meeting through a majority vote of shares present.
The chairman of the general shareholders’ meeting shall appoint one or more inspectors ( escrutadores ), from the shareholders, shareholders’ representatives or invitees attending the relevant meeting, who shall determine the existence or absence of a quorum, and who shall count the votes cast upon request by the chairman of the meeting.
The secretary of the general shareholders’ meeting shall prepare the minutes of such meeting, such minutes to be transcribed into our general shareholders’ meetings’ minutes registry and signed by both the chairman and the secretary of the relevant meeting as well as by the individuals who acted as inspectors. Any records regarding such meetings that were not able to transact matters because of a lack of quorum shall also be signed by the chairman, the secretary and the inspectors of the relevant meeting.
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An ordinary general shareholders’ meeting shall be duly convened if, after first call of those present, at least 50% of the outstanding shares representing our capital stock are represented at such meeting. Decisions of an ordinary general shareholders’ meeting are approved by a simple majority of the shares with voting rights represented at such meeting. In the event of second or further calls, an ordinary general shareholders’ meeting shall be deemed duly convened, regardless of the number of present or represented shares, and decisions shall be approved by the simple majority of the shares present with voting rights.
An extraordinary general shareholders’ meeting shall be duly convened if, after the first call, at least 75% of the outstanding shares representing our capital stock are represented at such meeting. In the event of second or further calls, an extraordinary general shareholders’ meeting shall be deemed duly convened if most of our common stock is represented.
The resolutions adopted by an extraordinary shareholders’ meeting, irrespective of whether it was convened as the result of the first, second or subsequent call, will be valid if taken by a majority of the shares of our capital stock outstanding (and not held in treasury), except in the case of (i) cancellation of the registration with the RNV of the shares representing our capital stock or the warrants representing them, in which case the affirmative vote of 95% of the shares of our capital stock outstanding (and not held in treasury), will be required, and (ii) an amendment to our bylaws, in which case the affirmative vote of 65% of the shares of our capital stock outstanding (and not held in treasury), will be required.
Unanimous written consents adopted outside general shareholders’ meeting shall be transcribed in our shareholders’ meetings minutes registry book. Files containing copies of the minutes from each general shareholders’ meeting and each unanimous written consent, along with attendance lists, proxies, call copies, if any, and documents submitted to discussion, such as board of directors’ reports, our financial statements and other relevant documents, shall be formed and kept by us.
In the event that any minutes of a general shareholders’ meeting or any unanimous written consent cannot be registered in our shareholders’ meetings minutes registry book, we will formalize such minutes or unanimous written consent before a notary public in Mexico.
The minutes of general shareholders’ meetings, as well as the records of such meetings that were not held due to lack of quorum, will be signed by Chairman and Secretary of such shareholders’ meetings.
Profit distribution (dividends)
Generally, at an annual ordinary general shareholders’ meeting, our Board of Directors presents the financial statements corresponding to the preceding fiscal year to the shareholders for their approval. Once the general shareholders’ meeting approves those financial statements, all of the shares outstanding at the time of the declaration of a dividend or other distribution have the right to participate in that dividend or distribution.
Board of Directors
Composition
Our Board of Directors is responsible for the general oversight of our Company. The Board of Directors comprises a maximum of 21 directors, which number may be changed from time to time upon resolutions adopted at a general shareholders’ meeting, and of which at least 25% shall be independent pursuant to Articles 24 and 26 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law.
An alternate director may be appointed in place of each director; provided, however, that alternates for independent directors shall have the same independence qualifications of the independent director on whose behalf they are acting.
Directors are considered independent when they meet the requirements for independence set forth in Article 26 of the Mexican Securities Market Law, or any other provision replacing it from time to time and any other guidance or regulation issued by the CNBV.
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Director independence is determined by resolution adopted at an ordinary general shareholders’ meeting. The CNBV prior right of hearing of the company and of the director, may reject the independence determination of any director within 30 Business Days’ notice of the initial determination of said director’s independence.
Directors may or may not be shareholders and shall serve on the Board of Directors until removed and a successor is appointed, provided that at all times they shall have legal capacity to perform their duties and shall not be prevented from executing business. At all times the provisions contained in the second paragraph of Article 24 of the Mexican Securities Market Law shall be complied with.
The Board of Directors may appoint provisional directors, without input from a shareholders’ meeting, in the case of the death or disability of a director or expiration of his or her term. A general shareholders’ meeting shall ratify such appointments or appoint the new directors in the meeting following such event.
Directors may only be removed by resolution adopted at an ordinary general shareholders’ meeting.
Directors shall be appointed by a majority vote of shareholders at an ordinary general shareholders’ meeting; provided that for each 10% of outstanding capital stock held, a minority holder has the right to appoint one director.
Each year, the Chairman of the Board of Directors shall be appointed either at a general shareholders’ meeting or at a meeting of the Board of Directors. The chairman of the Board of Directors shall execute and carry out resolutions adopted at general shareholders’ meetings and meetings of the Board of Directors without the need for a special resolution.
The Secretary non-member of the Board of Directors and the Deputy Secretary shall be appointed at either an ordinary general shareholders’ meeting or at a meeting of the Board of Directors, as applicable. The Secretary shall not be a director but must carry out the obligations and duties prescribed by applicable law.
Temporary or permanent absences in the board of directors shall be covered by such directors’ appointed alternates. The Chairman of the board of directors shall have a tie-breaking vote in all matters.
The Chairman of the board of directors may be of any nationality, will chair the meetings of the Board of Directors and, in his or her absence, such meetings will be chaired by one of the directors appointed by a majority vote of the other attending directors.
Meetings of the Board of Directors
A meeting of the Board of Directors may be called either by the chairman of the Board of Directors, the chairman of the audit committee, the chairman of the corporate practices committee, the Secretary non-member of the Board of Directors or 25% of the directors by means of written notice, including, but not limited to, fax or email, to all directors at least ten calendar days prior to the date set for such meeting. In the event that all directors are present, a meeting may be called to order without advance notice.
Our independent auditor may be called to attend any meeting of the Board of Directors with the right to speak but without voting rights; provided, however, that such auditor will never be present when matters which may raise a conflict of interest are discussed or that may compromise their independence.
Meetings of the Board of Directors shall be held at least four times during each fiscal year, in the corporate domicile of our Company, however, a meeting may be held outside of our corporate domicile or abroad if a majority of the directors approves it, and to allow meetings of the Board of Directors to be held by telephone or by video conference or by any other means that enables the effective and simultaneous participation of its members.
The minutes of meetings of the Board of Directors shall be transcribed into the Board of Directors’ meetings minutes book and shall be signed by all persons in attendance or, if expressly authorized by agreement at the meeting, solely by the Chairman of the Board of Directors and the Secretary non-member of the Board of Directors. A record and copies of the minutes and/or unanimous written consents of each meeting of the Board of Directors, as well as transcripts of any calls and any relevant documents regarding meetings, shall be kept by us.
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A meeting of the Board of Directors may be duly convened when a majority of directors are present. The Board of Directors shall make decisions through resolutions adopted by a majority vote of directors; in the event of a tie, the chairman of the Board of Directors shall cast the deciding vote.
Will be valid and legal all decisions made outside of meetings of the Board of Directors as long as taken by unanimous written consent of all directors and signed by all of the directors. The document in which the written confirmation is evidenced shall be sent to the Secretary of the Company, who will transcribe the relevant resolutions in the corresponding minutes book and shall indicate that such resolutions were adopted pursuant to our bylaws.
Authority of the Board of Directors
The Board of Directors represents our Company in business and corporate matters and has general powers of attorney for lawsuits and legal proceedings and acts of administration and ownership, in accordance with the terms set forth in Article 2554 of the Civil Code for the Federal District ( Código Civil para el Distrito Federal ) and the correlative provisions of the civil codes for each of the states of Mexico and the Mexican Federal Civil Code ( Código Civil Federal ). The Board of Directors shall represent us before all types of administrative and judicial authorities, federal, state or municipal, before the Arbitration and Conciliation Board ( Junta de Conciliación y Arbitraje ) and other labor authorities and arbitrators. The powers, include, but are not limited to, the following:
| • |
performing all transactions and executing, amending and terminating agreements entered into pursuant to carrying out our corporate purposes; |
| • |
opening, managing and canceling bank accounts, including, but not limited to, the authority to appoint signatories who may draw funds from such account; |
| • |
withdrawing all types of deposits; |
| • |
appointing and removing the chief executive officer and setting his or her total compensation, as well as the establishing policies for the appointment and total compensation of other relevant directors; |
| • |
granting and revoking general and special powers of attorney; |
| • |
opening and closing branch offices, agencies and dependencies; |
| • |
executing all resolutions adopted at general shareholders’ meetings; |
| • |
representing our Company where we may have an interest or other participation in other companies or entities, as well as buying or subscribing for shares or partnership interests therein, at the time of such entities’ incorporation or at any other time; |
| • |
filing all types of claims and amparo proceedings, participating in arbitration, assigning and/or encumbering assets, receiving payments and discussing, negotiating, executing and reviewing collective or individual labor agreements; |
| • |
initiating criminal claims and complaints, and act as an adjudicant before the Argentine Public Prosecutor ( Ministerio Público Argentino ); |
| • |
accepting on our behalf mandates of legal entities or persons, either national or foreign; |
| • |
authorizing our Company or our subsidiaries to make real or personal guarantees, as well as any fiduciary involvement in order to secure our liabilities and become a joint obligor, guarantor, surety and an obligor in general in compliance with third-party liabilities and establish the necessary guarantees in order to secure such compliance; |
| • |
approving information and communication policies for shareholders and the market; |
| • |
calling for ordinary and extraordinary general and special shareholders’ meetings and executing the resolutions thereof; |
| • |
creating committees and appointing directors to serve as members on such committees (except for the appointment and ratification of chairmen of the audit committee and corporate practices committee, who shall be appointed by resolution at a general shareholders’ meeting); |
| • |
establishing strategies to fulfill our corporate purposes; |
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| • |
taking any action authorized by Article 28 of the Mexican Securities Market Law or any other provision replacing it from time to time; |
| • |
resolve on any capital stock increase, determine the subscription terms of the shares object of the increase, including the exclusion of the preemptive subscription right in connection with the issuance of shares that are object of the delegation, as such authority may be delegated by the general shareholders’ meeting of Vista, under the terms of its by-laws and Article 55 of the Mexican Securities Market Law. |
| • |
approving the terms and conditions for the public offering and transfer of our treasury shares issued pursuant to Article 53 of the Mexican Securities Market Law; |
| • |
appointing the person or persons in charge of carrying out the acquisition or placement of shares authorized by a shareholders’ meeting, pursuant to Article 56 of the Mexican Securities Market Law, as well as the terms and conditions of such acquisitions and placements, within the limits set forth by the Mexican Securities Market Law and the relevant shareholders’ meeting, and inform the shareholders’ meeting of the result, in any fiscal year, of the exercise of such authorities; |
| • |
appointing provisional directors, pursuant to the provisions of the Mexican Securities Market Law; |
| • |
approving the terms and conditions of settlements through which the liability of any director for breach of the duties of diligence or loyalty is resolved; |
| • |
general power of attorney for lawsuits and collections and acts of administration for labor matters, including, without limitation, as further detailed in our bylaws and power of attorney for lawsuits and collections and for acts of administration for labor matters so that the Board of Directors may act as our representative in all labor maters and have the authorities to execute all kinds of agreements and carry out all kinds of actions in such regard; |
| • |
granting, revoking and canceling general and special powers of attorney within the scope of its authority and granting their substitution and delegation authority, except for those authorities the exercise of which is limited to the Board of Directors pursuant to applicable law or our bylaws; and |
| • |
entering into any and all necessary or convenient legal acts, agreements and/or documents. |
The Board of Directors, when applicable, shall additionally have, pursuant to the terms set forth in Article 9 of Mexico’s General Law of Negotiable Instruments and Credit Transactions, a general power-of-attorney to issue, accept and endorse negotiable instruments, as well as to protest them and a general power-of-attorney to open and cancel bank accounts.
Committees
The general shareholders’ meeting or the Board of Directors may constitute committees that consider necessary for their operation.
In addition, our Board of Directors will maintain an Audit Committee and a Corporate Practices Committee in accordance with the Mexican Securities Market Law, the members of such committees to be exclusively comprised of a minimum of three independent directors appointed by the Board of Directors, pursuant to the terms set forth in Article 25 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law.
The Audit Committee, the Corporate Practices Committee and other committees created pursuant to our bylaws, shall meet in the form and frequency established by each such committee in the first or last board meeting held during each year (in the latter case regarding the calendar of meetings to be held during the following fiscal year), without the need to call for the members for each meeting when such meetings have been previously scheduled in accordance with the meeting calendar approved by the relevant committee for such purposes; provided, however, that in order for such meetings to be duly convened, a majority of the members shall be present and resolutions shall be approved by a majority vote of the members of such committee.
In addition, each committee shall meet when decided by its chairman, the Secretary non-member of the Board of Directors or any of its members, upon prior notice given at least three Business Days in advance to all the members of the committee and the required alternates. The independent auditor of the Company may be invited to the meetings of the committees, as an invitee with the ability to speak but not to vote.
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Decisions may be made outside of meetings of the committees and will have the same validity as if they had been approved in the session as long as they are approved by unanimous written consent of all committee members and signed by all of the members thereof. Likewise, the committees may meet at any moment, without prior notice, if all members are present.
Committees may not delegate their authorities as a whole to any person, but they may appoint deputies to implement their resolutions. The chairman of each committee will be entitled to individually implement such resolutions without needing express authorization. Each committee created pursuant to our bylaws shall inform the Board of Directors on an annual basis about the activities it performs or when it considers that facts or actions material for the Company have occurred. Minutes shall be prepared for each meeting of a committee, which shall be transcribed in a special minutes book. The minutes shall evidence the attendance of the members of the committee and the resolutions adopted, and they shall be signed by the individuals present and the Chairman and Secretary.
Meetings of the Committees may be held by telephone or by video conference or by any other means that enables the effective and simultaneous participation of its members.
For all that is not provided herein or in the Mexican Securities Market Law, committees shall operate pursuant to rules set by our Board of Directors, unless otherwise prescribed in our bylaws or in the Mexican Securities Market Law.
Committees shall keep the Board of Directors appraised of their activities at least once a year.
Duties of Directors
The Mexican Securities Market Law imposes a duty of diligence and loyalty on the members of the board of directors, the members of the board’s committees, the chief executive officer and on the relevant officers from which the chief executive officer seeks assistance. Such duty of diligence requires them to obtain sufficient information and to be sufficiently prepared in order to act in the best interest of the Company. The duty of diligence is complied with, mainly, by searching for and obtaining all the information that may be necessary in order to make decisions (including by means of hiring independent experts), attending sessions of the board of directors, of the committee in which they participate and disclosing to the board of directors relevant information in the possession of the relevant director or officer. Default of such duty of diligence by a board member subjects him or her to joint liability along with other board members that are liable in connection with the damages and lost profits caused to the Company or its subsidiaries.
The duty of loyalty mainly consists of a duty to act in the best interest of the Company and includes, primarily, the duty to maintain confidentiality of the information that the board members receive in connection with the performance of their duties, abstaining from voting in matters in respect to which they have a conflict of interest and abstaining from taking advantage of business opportunities of the Company. It is a violation of the duty of loyalty for a director to take actions that wrongfully benefit one or more shareholders, or for a director, without prior express consent of the disinterested members of the board of directors, to take a corporate opportunity that belongs to the Company or its subsidiaries.
It is also a violation of the duty of loyalty for a director to (i) use our assets, or consents to the use of our assets, in violation of any of our policies or (ii) disclose false or misleading information, order not to record, or prevent the recording of any transaction in our registries, which could affect our financial statements or cause important information to be improperly modified or not disclosed.
A director’s failure to comply with the duty of diligence or the duty of loyalty shall make him or her jointly liable with other directors or officers who have also failed to comply therewith for any damages caused to our Company resulting therefrom in the cases in which they have acted in bad faith, willfully or illegally.
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As a means of protection for our board members regarding breaches of the duty of diligence or the duty of loyalty, the Mexican Securities Market Law provides that directors will not be liable for the breach of such duties in the event that the board member acted in good faith and (a) in compliance with applicable law and our bylaws, (b) based on facts and information provided by our officers, independent auditors or experts whose credibility and reliability may not be reasonably questioned, and (c) elects the most suitable alternative in good faith or when the negative effects of such decision may not be reasonably foreseen based on the information available. Mexican courts have not interpreted the meaning of such provision and, therefore, its scope and meaning are uncertain.
Board members will be jointly liable with previous board members regarding irregularities caused by any prior board member if such irregularities are not reported to the audit committee and the corporate practices committee.
The members of the board of directors and the committees have no obligation to guarantee the performance of their positions.
The provisions regarding the duty of loyalty of the second and third paragraphs of Article 34 of the Securities Market Law must be observed.
The liability resulting from the breach of the duty of diligence or the duty of loyalty should be exclusive in favor of the Company, as the case may be, and may be exercised by the Company or by the shareholders who, individually or jointly, represent ownership of shares (including limited, restricted or non-voting shares) representing 5% or more of the share capital.
The members of the Board of Directors or the members of the committees should not be in default when they act in good faith or when any liability exclusion mentioned in Article 40 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law.
Audit and Corporate Practices Committees
The oversight of our management and conduct and execution of our business shall be vested in the board of directors through the Audit Committee and the Corporate Practices Committee, as well as our independent auditor.
The chairman of the audit committee and the chairman of the corporate practices committee shall be bound to provide an annual report pursuant to Article 43 of the Mexican Securities Market Law or any other provision replacing it from time to time.
Audit Committee
The audit committee shall be comprised of a minimum of three members, who shall be independent and shall be appointed at a general shareholders’ meeting or a meeting of the board of directors upon a proposal by the Chairman of the board of directors, except for the chairman of the Audit Committee, who shall be appointed and/or removed from office exclusively by resolution adopted at a general shareholders’ meeting. The chairman of the Audit Committee must also satisfy the requirements described in Article 43, Section II of the Mexican Securities Market Law to serve.
The audit committee shall perform the functions described in Article 42, Section II of the Mexican Securities Market Law, any other provision replacing it from time to time, guidance and/or regulation handed down by the CNBV and other applicable law. These functions include, but are not limited to giving an opinion to the board of directors about matters entrusted to the Audit Committee, discussing the financial statements of our Company with the persons responsible for preparing them, informing the board of directors about the state of affairs concerning the internal control and audit systems of our Company, preparing an opinion about accounting policies and criteria and, in general, overseeing the corporate conduct of our Company.
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We shall have an independent auditor to perform audits in compliance with the Mexican Securities Market Law.
Corporate Practices Committee
The corporate practices shall be comprised of a minimum of three members, who shall be independent and shall be appointed at a general shareholders’ meeting or a meeting of the Board of Directors upon a proposal by the Chairman of the board of directors, except for the chairman of the Corporate Practices Committee, who shall be appointed and/or removed from office exclusively by resolution adopted at a general shareholders’ meeting. The chairman of the Corporate Practices Committee must also satisfy the requirements described in Article 43, Section I of the Mexican Securities Market Law to serve.
The corporate practices committee shall have the functions described in Article 42, Section I of the Mexican Securities Market Law, any other provision replacing it from time to time, guidance and/or regulation handed down by the CNBV and other applicable law. These functions include, among others derived from the Mexican Securities Market Law, issuing an opinion to the board of directors as requested about matters related to compliance with the Mexican Securities Market Law and our bylaws, requesting opinions from independent experts in connection with matters to be submitted for approval to the board of directors or in respect to which there is a conflict of interest, calling shareholders’ meetings and supporting the board of directors in the preparation of reports.
Indemnification
Pursuant to our bylaws, we shall indemnify and hold harmless the members, alternates and officers of the Board of Directors, the Audit Committee, the Corporate Practices Committee, any other Committees created by us, the Secretary and the Deputy Secretary non-members of the Board of Directors, and the Chief Executive Officer and other relevant officers, in relation to the performance of their duties, such as any claim, demand, proceeding or investigation initiated in Mexico or in any of the countries in which our shares are registered or listed, other securities issued on the basis of such shares or other fixed or variable income securities issued by us, or in any jurisdiction where we, or the companies we control, operate, in which such persons may be parties as members of such bodies, owners or alternates, and officials, including the payment of any damages or losses that have been caused and the amounts necessary to arrive, if deemed appropriate, to a transaction, as well as the total fees and expenses of lawyers (reasonably and documented) and other advisors to be retained to ensure the interests of such persons in the aforementioned cases, on the understanding that the Board of Directors shall be the body empowered to resolve, in the aforementioned cases, whether it considers convenient to retain the services of lawyers and other different advisors to those who are advising us in the relevant case. This indemnity shall not apply if such claims, demands, proceedings or investigations result from gross negligence, willful misconduct, bad faith or illegally pursuant to the applicable law of the indemnified party concerned. Furthermore, we may purchase, in favor of the members of the Board of Directors, the Audit Committee, the Corporate Practices Committee and any other committees formed by us, of the Chief Executive Officer or any other relevant officer, the insurance, bond or guarantee which covers the amount of the indemnity for the damages caused by his/her performance within our organization or entities controlled by us or in which we have significant influence, except in the event of acts of malice or bad faith, or illicit acts in accordance with the Mexican Securities Market Law or other applicable law.
Dissolution and Liquidation
The Company shall be dissolved upon occurrence of any of the events described in Article 229 of Mexico’s General Law of Commercial Companies, any other provision replacing it from time to time and other applicable law. In each case, the registration with the RNV of the shares representing the capital stock of the Company and the warrants representing such shares shall be canceled.
Once the Company has been dissolved, it shall be placed in liquidation, which would be administered by one or more liquidators, who in such case shall act together as determined by resolution at a general shareholders’ meeting. Such general shareholders’ meeting will also set the termination date of the liquidator’s employment with the Company and their compensation.
The liquidator or liquidators will proceed with the liquidation and the pro rata distribution of the value of the remaining assets of the Company, if any, to shareholders, in accordance with Mexico’s General Law of Commercial Companies.
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Preferred Subscription Rights
Except for the capital increases approved by the shareholders’ meetings, shareholders shall have, in proportion to the number of shares they hold when the relevant increase is resolved, preemptive rights to subscribe for new stock issuances to maintain their current percentage of ownership. The foregoing preemptive right must be exercised within 15 calendar days following our approval of such new stock issuance, as published in the electronic system of Mexican Ministry of Economy.
The preferred subscription right provided in Article 132 of Mexico’s General Law of Commercial Companies shall not be applicable in the event of capital increases made (i) pursuant to Article 53 of the Mexican Securities Market Law, (ii) an issuance of convertible securities, (iii) in a conversion of a series of shares to another series upon resolution adopted at a general shareholders’ meeting, (iv) as a result of the merger of our Company, whether as a continuing or disappearing company or (v) as a consequence of the placement of repurchased shares in terms of applicable law.
Redemption
We may redeem shares with distributable profits without need to reduce our capital stock; provided that, in addition to complying with Article 136 of Mexico’s General Law of Commercial Companies, or any other provision replacing them from time to time and other applicable law, we comply with the following:
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if the redemption is intended to redeem all shares held by our shareholders, such redemption shall be made so that the shareholders shall continue to have the same proportion of shares they had before such redemption took place; |
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if the redemption is intended to redeem shares that are listed on a stock exchange, such redemption will be made through the acquisition of our own shares on such said stock exchange in accordance with the terms and conditions approved by resolution at a general shareholders’ meeting, which may delegate to the board of directors or special deputies the authority to determine the system, prices, terms and other conditions for that end and the relevant shareholders’ resolutions shall be published in the electronic system of the Mexican Ministry of Economy; and |
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the redeemed shares and the certificates representing them are canceled, with the corresponding capital decrease. |
Minority Rights
The bylaws provide the following minority rights:
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pursuant to the provisions set forth in Article 50, Section III of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law, the holders of shares with voting rights (even limited or restricted) represented in an ordinary or extraordinary general shareholders’ meeting, holding 10% or more of our outstanding capital stock either individual or jointly, may request to postpone a meeting for one time only, for three calendar days and without a new call needed with respect to the voting on any matter on which they consider themselves not to be sufficiently informed, notwithstanding the percentage provided in the Article 199 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time or any other applicable provisions; |
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the holders of shares with voting rights (even limited or restricted) that individually or jointly represent 20% or more of our outstanding capital stock, may oppose in court resolutions adopted at general shareholders’ meetings regarding matters on which they have voting rights, notwithstanding the percentage referred to in Article 201 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time provided that certain requirements are fulfilled; |
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shareholders that, individually or jointly, are holders of the shares with voting rights (even limited or restricted rights) representing 10% or more of our outstanding capital stock, shall have cause of action against any or all of our board members, directors, the Chief Executive Officer or any other relevant officer for failing to comply with his or her duty of diligence and duty of loyalty or against such legal entity that such person manages or over which he or she has a significant influence; and |
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shareholders that, individually or jointly, hold shares with or without voting rights that represent 10% or more of our outstanding capital stock, shall have the right to appoint and/or remove from office, upon resolution adopted at a general shareholders’ meeting, one director for each 10% of outstanding capital stock held such board member may only be removed from office if all the members of the board of directors are removed, in which case the board members who were removed shall not be appointed again during the 12 months following from the date of such removal. |
Restrictions on the Transfer of Shares
Every direct or indirect acquisition or attempted acquisition of our capital stock of any nature and regardless of the name it is given, under any title or legal structure, with the intention of carrying-out, be it in one or several simultaneous or successive transactions or acts of any legal capacity, with no time limitation between them, in a private transaction or through a stock exchange, whether in Mexico or abroad, including structured transactions such as mergers, corporate restructures, spin-offs, consolidations, allocations or guaranties executions or other similar transactions or legal acts (any such operation, an “ Acquisition ”), by one or more persons, related persons ( grupo de personas or “ group ”) under the Mexican Securities Market Law, business group or consortium, will require approval through a written resolution adopted by our board of directors, each time that the number of shares to be acquired, when added to any shares already owned, results in the acquiring party 10% or more of our capital stock. Once a holder holds such percentage of our capital stock, the holder must notify the board of directors through notice provided to the Chairman or Secretary, in our corporate domicile, of any subsequent acquisition of 2% or more of our outstanding capital stock. For the avoidance of doubt, no additional authorization is required to carry-out such acquisitions or to execute a voting agreement until the ownership percentage in our outstanding capital stock is equal to or greater than 20%.
Shareholders must request a favorable opinion from the board of directors, in writing, for the execution of written or oral agreements, regardless of their name or title or classification, as a consequence of which voting associations, block voting or binding or joint voting mechanisms or covenants are formed or adopted or certain shares are combined or shared in any other manner, such agreement resulting in a change of control of our Company or an effective 20% ownership of our outstanding capital stock (each, a Voting Agreement and jointly, the Voting Agreements), except for temporary Voting Agreements that are executed in connection with a general shareholders’ meeting, with the purpose of appointing minority members of the board of directors.
For such purposes, the person who individually, or jointly with related persons, group, business group or consortium that intends to carry out any Acquisition or execute any Voting Agreement, shall make a written authorization request to the board of directors and shall contain the following information:
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the number and class or series of shares held by the applicable person or persons and/or any related persons thereof, the group, business group or consortium (a) be it as an owner or co-owner, directly or through any person or related person, and/or (b) regarding shares subject to an executed Voting Agreement; |
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the number and class or series of shares that it intends to acquire, whether directly or indirectly, by any means, through Acquisition or that is the subject of a Voting Agreement; as well as the minimum price to be paid for each share related with the corresponding acquisition. |
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(a) the percentage which the shares referred to in subsection (i) above represents of the total of our issued and outstanding shares, and (b) the percentage that the sum of the shares referred to in subsections (i) and (ii) above represent of our issued and outstanding shares; provided that for (a) and (b) the total of our issued and outstanding shares may be determined by the total number of shares that we report as outstanding to the stock exchange on which they are listed; |
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the identity and nationality of the person or persons, group, business group or consortium that intends to carry-out an Acquisition or execute a Voting Agreement; provided that if any of them is a corporate entity, the identity and nationality of each of the partners, shareholders, founders, beneficiaries or any equivalent thereto that ultimately has direct or indirect control of such entity in accordance with our bylaws; |
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the reasons and objectives pursuant to which the person or persons, group of persons, business group or consortium that intends to carry-out an Acquisition or execute a Voting Agreement, in particular if they intend to acquire, directly or indirectly, (a) shares in addition to those referred in the authorization request, (b) 20% ownership of our capital stock, (c) control of our Company, or (d) significant influence in our Company, as well as the intended role with respect to the policies and management of our Company and any amendment they would like to propose with respect to the policies and management of our Company; |
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if the person or persons, group, business group or consortium have direct or indirect ownership in the capital stock or in the management and operation of a competitor or any related person to a competitor, if they have any economic or business relationship with a competitor or with any related person to a competitor or if any related person of theirs is a competitor; |
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if they have the authority to acquire shares or execute a Voting Agreement, in accordance with our bylaws and applicable law, or if they are in the process of obtaining any such authorization or consent from any person, and the terms and timing on which they expect to obtain it; |
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the origin of the funds they intend to use to pay the price of the shares requested; provided that with respect to funds obtained from financing, the requesting party shall specify the identity and nationality of the person providing such funding and if such person is a competitor or a related person to a competitor, and any documentation evidencing the financing and the terms and conditions thereof. The board of directors may request from the person that sends such a request, if considered necessary to guarantee the payment of the corresponding Acquisition price and before granting authorization in accordance with the above, additional evidence regarding the financing (including evidence that there are no prohibitive covenants pursuant to such financing) or, the formation or granting of a (a) bailment, (b) guarantee trust, (c) irrevocable letter of credit, (d) deposit or (e) any other type of guarantee, up to the equivalent amount of 100% of the price of the shares that are to be acquired or that are the subject matter of the corresponding transaction or agreement, naming the shareholders, directly or through our Company, as beneficiaries, with the purposes of securing the compensation of the losses and lost profits that our Company or its shareholders may suffer as a consequence of the incorrect information presented or of the request, or for any action or omission of the petitioner, directly or indirectly, or as a consequence of the impossibility to complete the relevant transaction, for any cause, related or not to the financing; |
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the identity and nationality of the financial institution that would act as broker, in the event that the Acquisition in question is through a public offering; |
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if, there is to be a public offering, a copy of the offering circular or similar document, to be used for the acquisition of the shares or regarding the corresponding transaction or agreement, and a representation stating if such document has been authorized by the competent regulatory authorities (including the CNBV); and |
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a domicile in Mexico City, Mexico, to receive notices regarding the filed request. |
In the event that the board of directors resolves, due to the impossibility of knowing certain information upon receiving the request, that such information may not yet be disclosed, the board of directors may, at its sole discretion, waive the compliance of one or more of the aforementioned requirements:
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within 15 business days following the date upon which the request referred to above has been received, the Chairman or Secretary shall call a meeting of the board of directors to discuss and resolve the matter of the requested authorization (notice for such meetings shall be made in writing and sent in accordance with our bylaws); and |
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the board of directors may request from the person intending to carry-out the Acquisition or execute the corresponding Voting Agreement, additional documentation and clarifications as it sees fit to adequately analyze the request, to agree upon the authorization request as filed; provided that any request of such nature on behalf of the board of directors shall be made during the subsequent 20 calendar days following the receipt of the request, and provided that such request will not be considered as final and complete until the person who intends to carry-out the Acquisition or execute the Voting Agreement, files all the additional information and makes all the clarifications requested by the Board of Directors. |
The board of directors shall resolve any authorization request it receives pursuant to the terms of our bylaws within 90 calendar days following the delivery of the request or on the date in which such request is finalized as discussed above.
The board of directors shall adopt a resolution approving or rejecting the request; provided that if the board of directors does not issue such resolution within the aforementioned 90-calendar days, the request shall be deemed as rejected. In all cases, the board of directors will act in accordance with the guidelines set forth in “ Item 10—Additional Information— Memorandum and Articles of Association ” and shall justify their decision in writing.
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To consider a meeting of the board of directors duly convened, by first or subsequent call, to deal with any matter regarding an authorization request or agreement referred herein, the attendance of at least 66% of incumbent directors or their alternates is required. Such resolutions will be valid and adopted when approved by 66% of the members of the Board of Directors. |
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In the event that the board of directors authorizes the requested Acquisition or the execution of a proposed Voting Agreement, and such Acquisition or agreement results or would be likely to result in (a) the acquisition of 30% or more of our capital stock or, but without involving a change of control, in addition to any authorization requirement established in our bylaws, the person or group intending to carry out the Acquisition or enter into the Voting Agreement the acquisitions of shares or the conclusion of the respective Voting Agreement which is the object of the authorization, shall first execute a tender offer for the greater of (i) the percentage of the Company’s capital stock equivalent to the proportion of shares in circulation that is intended to be acquired or (ii) 10% of the Company’s capital stock, under the authorized conditions resolved by the board of directors, or (b) a change of control, in addition to any authorization requirement established in our bylaws, the person or group, intending to carry out the Acquisition or execute the Voting Agreement, shall first execute a tender offer for 100% of our outstanding shares, under the authorized conditions resolved by the board of directors. The tender offer referred to in the paragraph above shall be completed within 90 calendar days following the date on which the authorization was granted by the Board of Directors; provided that such term may be extended by an additional 60 calendar days in the event that any relevant governmental authorizations required for such purposes are pending. |
The price to be paid for each of the shares will be the same, regardless of their class or series.
In the event that the board of directors receives, prior to or at the completion of the Acquisition or the execution of a Voting Agreement, an offer from a third-party, stated in a request to carry out an acquisition of at least the same amount of shares, on better terms for the owners and shareholders of the Company (including type of compensation and price), the board of directors will have the authority to consider, after the submission of both requests, and to authorize such a second request, suspending the authorization previously granted; provided that any approval shall have no effects on the obligation of carrying out a tender offer in accordance with our bylaws and applicable law.
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Acquisitions that do not result in (i) the acquisition of 20% of our capital stock or (ii) a change of control or (iii) the acquisition of significant influence regarding the Company may be registered in our stock registry book after authorization by the board of directors and the completion of such transactions. Acquisitions or Voting Agreements that result in (i) or (ii) above, may be registered in our stock registry book upon the completion of a tender offer pursuant to the terms discussed above. Consequently, in such case it will not be possible to exercise the rights arising from the shares until such tender offer is concluded. |
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The board of directors may deny authorization for a requested Acquisition or for the execution of a proposed Voting Agreement, in which case it will inform, in writing, the basis and reasons for such denial. The requesting party will have the right to request and hold a meeting with the board of directors, or with an ad-hoc committee appointed thereby, to explain, extend or clarify the terms of its request, as well as communicate its position in writing to the board of directors. |
General Provisions
For the purposes herein, it is to be understood that shares belong to the same person, when such shares are (i) owned by any related person or (ii) owned by any entity, provided that such entity is owned by the aforementioned person. Likewise, a person or group that acted jointly or coordinated with others to acquire shares, regardless of the legality of such transaction, whether through simultaneous or successive transactions will be deemed as the same person for the purposes herein. The board of directors will determine if one or more persons that intend to acquire shares or execute Voting Agreements shall be considered as the same person for the purposes set forth herein.
In its assessments of authorization requests, the board of directors shall take into consideration the following factors and any other as deemed pertinent, acting in good faith and in the best interests of our Company and shareholders and in compliance with their duties of loyalty and diligence pursuant to the terms of the Mexican Securities Market Law and our bylaws: (i) the price offered by the potential buyer and the type of compensation planned as part of such offer; (ii) any other relevant terms or conditions included in such offer such as to the viability of the offer and the origin of the funds to be used for the acquisition; (iii) the credibility, solvency and reputation of the potential buyer; (iv) the effect of the proposed Acquisition or the proposed Voting Agreement on our business, including our financial and operational position as well as our business prospects; (v) potential conflicts of interest (including those where the person making the request is a competitor, or an affiliate of a competitor, as described in the paragraphs above) in the event that the Acquisition or Voting Agreement is not with regard to 100% of the shares; (vi) the reasons stated by the requestor to carry out the Acquisition or execute the Voting Agreement; and (vii) the quality, precision and truthfulness of the information provided in the request.
If the Acquisition or the execution of a Voting Agreement is to occur, without first receiving authorization in advance and in writing from the board of directors, the shares part of such Acquisition or in connection with such Voting Agreement will not be granted any rights to vote in any general shareholders’ meeting and will be made at the buyer’s, group of buyers’ or parties’ to the relevant contract, agreement or covenant own liability. The shares part of such Acquisition or Voting Agreement that has not been approved by the board of directors shall not be registered in our stock registry book, the entries made beforehand shall be canceled and we shall not acknowledge or give any value to the records or listings as described in Article 290 of the Mexican Securities Market Law, or any other provision which might replace it from time to time and other applicable law, and they shall not be considered as proof of ownership of shares or grant attendance rights for general shareholders’ meetings and shall give no legitimacy for the exercise of any legal action, including those of a procedural nature.
The authorizations granted by the board of directors described above will have no effect if the information and documentation on which the authorization was based and granted is not true, complete and/or legal.
In the event of any failure to comply with what is set forth above, the board of directors may adopt, among others, the following measures: (i) the rescission of the transactions, with mutual restitution to the parties thereto, or (ii) the sale of the shares part of such Acquisition, to a third-party approved by the board of directors at the minimum reference price as determined by the Board of Directors.
The above shall not be applicable to (i) share acquisitions through inheritance or legacy or to affiliates or vehicles wholly controlled by the person or entity carrying out the transfer, (ii) share acquisition or the execution of a Voting Agreement by us, or by a trust formed by us, (iii) share acquisition made by Strategic Partner or (iv) the transfer into a control trust or similar entity which the shareholders may form at the time of an initial public offering of our shares in Mexico.
The above applies in addition to the statutes and general rules regarding the acquisition of securities in the markets in which the shares, other securities related thereto or rights derived therefrom are listed. In the event that our bylaws run counter, in part or in whole, to any laws or general provisions thereof, then such laws shall prevail.
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These provisions of our bylaws will be registered with the public registry of commerce of our domicile and shall be transcribed in the share certificates representing our capital stock in order to be opposable vis-à-vis third parties. The provisions included of our bylaws described above with respect to restrictions on transfers of shares may only be amended or removed from the bylaws by resolution upon approval of at least 95% of the Company’s shares at the time of such resolution.
Delisting or Cancellation of the Registration of the Shares with the RNV
In the event that we decide to cancel the registration of our series A shares before Mexico’s National Securities Registry by resolution adopted at an extraordinary general shareholders’ meeting, upon approval of at least 95% of our capital stock or if our registration is canceled by resolution of the CNBV after this offering is completed, prior to such cancellation, we shall make a tender offer within a maximum period of 180 calendar days beginning at the time in which the demand or authorization from the CNBV, as the case may be, becomes effective, in accordance with Article 108 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law. That offer shall be extended solely to those persons who do not belong to the group of shareholders that exercises control over us. Shareholders exercising control (as defined in the Mexican Securities Market Law) will be collaterally liable to the Company for carrying out a tender offer of the outstanding shares in the event of our liquidation or a cancellation request from the CNBV.
In accordance with Article 108 of the Mexican Securities Market Law and Article 101 of the Mexican Securities Market Law, our board of directors shall prepare, no later than the tenth Business Day after the beginning of the public tender offer, a hearing of the Audit and Corporate Practices Committee, and shall disclose to the investing public, its opinion with respect to the price of the public tender offer and the conflict of interests that, as the case may be, each of the members of the board of directors has in connection with the offering. Such opinion may be accompanied with another one issued by an independent expert. Likewise, the members of the board of directors and the Chief Executive Officer of the Company shall disclose to the public, along with the opinion, the decision they will take with respect to the shares of the Company they own and the derivative securities of the Company they own.
Loss of Rights over the Shares
We are incorporated under the laws of Mexico. As required by Mexican law, any non-Mexican who, either at the time of our incorporation or at any time thereafter, acquires shares or any interest, formally undertakes, before the Mexican Ministry of Foreign Affairs, to be considered as a Mexican national with respect to its interests in the Company, as well as the property, rights, concessions, participation or interests held by the Company, and the rights and obligations deriving from the agreements to which the Company is a party, and further undertakes not to invoke the protection of its home government with respect to such interest. Upon the breach of such undertaking, such person is under penalty of forfeiting such shares or interests in favor of the Mexican government. Mexican law requires that such a provision be included in the bylaws of all Mexican corporations unless such bylaws or applicable law prohibit ownership of shares by non-Mexican persons.
Reductions of our capital stock may be resolved to absorb losses in the event that any shareholder exercises its right of separation in terms of Article 206 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law.
MATERIAL CONTRACTS
For information regarding our material contracts, see “ Item 4—Information on the Company— Business Overview — Our Operations — Argentina — Concessions ” and “ Item 5.B Liquidity and Capital Resources — Indebtedness .”
EXCHANGE CONTROLS
From 1991 until the end of 2001, Law No. 23,928 ( Convertibility Law ) established a fixed exchange rate of AR$ 1/US$. On January 6, 2002, Law No. 25,561 formally put an end to that U.S. Dollar-Argentine Peso parity. Following a brief period during which the Argentine government established a temporary dual exchange rate system pursuant to the Law No. 25,561, the Argentine Peso has been allowed to float freely against other currencies since February 2002, although the Argentine government has the power to intervene by buying and selling foreign currency
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on its own account, a practice in which it engages on a regular basis. On December 23, 2019, Law No. 27,541 (“ Solidarity Law ”) was published, which again declared the public emergency until December 31, 2020. See “ Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments—Significant fluctuations in the value of the Argentine Peso could adversely affect the Argentine economy and our business and results of operations in Argentina .”
Currency controls that tightened restrictions on capital flows, and the official exchange rate between the Argentine Peso and the U.S. Dollar and transfer restrictions that substantially limit the ability of companies to retain foreign currency or make payments abroad are currently in place in Argentina and have been for alternating periods during the past years. By means of Decree No. 609/2019 dated September 1, 2019, as amended, the Argentine Executive Branch reinstated foreign exchange controls and authorized the BCRA to (a) regulate access to the foreign exchange market for the purchase of foreign currency and outward remittances; and (b) set forth regulations to avoid practices and transactions aimed at eluding, through the use of securities and other instruments, the measures adopted through the Decree No. 609/2019. At present, foreign exchange regulations have been (i) extended indefinitely, and (ii) consolidated in a single set of regulations, Communication “A” 7,914, as subsequently amended and supplemented from time to time by BCRA’s communications (“ Argentine Foreign Exchange Regulations ”).
The BCRA requested the Argentine Securities Commission ( Comisión Nacional de Valores ) (“ CNV ”) to implement aligned measures to avoid elusive practices and operations. In this sense, the CNV, in line with the provisions of Section 3 of the Decree, established various measures to avoid such elusive practices and operations.
The following table sets forth the annual low, high, average and period-end exchange rates for the periods indicated, expressed in nominal Argentine Peso per U.S. Dollar, based on rates quoted by the BCRA (Communication “A” 3,500). The Federal Reserve Bank of New York does not report a noon buying rate for the Argentine Peso.
| Low | High | Average (1) |
Period
End |
|||||||||||||
| (Argentine Pesos per U.S. Dollar) | ||||||||||||||||
|
Year ended December 31, |
|
|||||||||||||||
|
2018 |
18.42 | 40.90 | 29.32 | 37.81 | ||||||||||||
|
2019 |
37.04 | 60.00 | 49.23 | 59.90 | ||||||||||||
|
2020 |
59.82 | 84.15 | 71.61 | 84.15 | ||||||||||||
|
2021 |
84.70 | 102.75 | 95.80 | 102.75 | ||||||||||||
|
2022 |
103.04 | 177.13 | 133.55 | 177.13 | ||||||||||||
|
2023 |
361.02 | 808.48 | 641.99 | 808.48 | ||||||||||||
|
2024 |
811.15 | 1,032.50 | 916.25 | 1,032.50 | ||||||||||||
|
Month |
||||||||||||||||
|
January 2025 |
1,032.75 | 1,053.50 | 1,043.56 | 1,053.50 | ||||||||||||
|
February 2025 |
1,053.92 | 1,064.38 | 1,058.46 | 1,064.38 | ||||||||||||
|
March 2025 |
1,064.38 | 1,073.89 | 1,069.03 | 1,073.88 | ||||||||||||
| (1) |
Calculated using the average of the exchange rates on the last day of each month during the period (for annual periods), and the average of the exchange rates on each day during the period (for monthly periods). |
No representation is made that Argentine Peso amounts have been, could have been or could be converted into U.S. Dollars at the foregoing rates on any of the dates indicated.
Specific Provisions For Income From The Foreign Exchange Market
Entry and Settlement of the Proceeds from the Export of Goods Through the Foreign Exchange Market
The Argentine Foreign Exchange Regulations established that revenues from exports of goods must be entered and settled in Argentine Pesos through the foreign exchange market and proceeds from exports of goods must be entered and settled through the foreign exchange market within 20 business days following their collection.
Decree No. 28/2023 published on December 13, 2023, established: (i) the export countervalue of the services included in Subsection c) of paragraph 2 of Section 10 of Law No. 22,415 ( Código Aduanero ) and its amendments (which refers to services rendered in Argentina, with effective use or exploitation carried out abroad); and (ii) the countervalue of the export of goods included in the Common Nomenclature of MERCOSUR (“ NCM ”), including pre-financing and/or post-financing of exports from abroad or a liquidation advance; 80% of such countervalue must be brought into the country in foreign currency and/or negotiated through the foreign exchange market, and for the remaining 20% must be carried out through purchase and sale transactions with negotiable securities acquired with liquidation in foreign currency and sold with liquidation in local currency.
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In the case of funds received or credited abroad, the deposit and liquidation for the amount equivalent to the usual expenses debited by the financial entities abroad for the transfer of funds to the country may be considered as completed.
There are some exceptions to the obligation to settle through the foreign exchange market which are described in the Argentine Foreign Exchange Regulations.
Obligation to Settle Foreign Currency from Exports of Services
Payments received for the provision of services by residents to non-residents must be entered and settled through the foreign exchange market within 20 business days from the date of its collection abroad or in Argentina or its crediting to foreign accounts.
In the case of funds received or credited abroad, the collection and liquidation may be considered completed for the amount equivalent to the usual expenses debited by the financial entities abroad for the transfer of funds to the country.
The aforementioned provisions of Decree No. 28/2023 are also applicable to the export of services. See “— Entry and Settlement of the Proceeds from the Export of Goods Through the Foreign Exchange Market .”
Application of Export Revenues
The Argentine Foreign Exchange Regulations authorize the application of export revenues to the repayment of: (i) pre-financing of exports and export financing granted or guaranteed by local financial entities; (ii) pre-financing of exports and export advances settled in the foreign exchange market, provided that the corresponding transactions have been executed through public deeds or public registries; (iii) financial indebtedness under contracts entered into prior to August 31, 2019 that provide for the cancellation thereof through the application abroad of export funds; (iv) other foreign financial indebtedness subject to certain requirements as set forth in Sections 7.9 and 7.10 of the Argentine Foreign Exchange Regulations; and (v) advances, pre-financing and post-financing from abroad with partial liquidation under the provisions of Decrees No. 492/2023, No. 549/2023, No. 597/2023 and No. 28/2023. Likewise, it allows keeping export revenues abroad to guarantee the payment of new indebtedness, provided certain requirements are met.
Financial Indebtedness With Foreign Countries
According to Section 2.4 of the Argentine Foreign Exchange Regulations for resident debtors to be able to access the foreign exchange market to repay financial indebtedness with foreign countries disbursed as from September 1, 2019, the loan proceeds must have been settled through the foreign exchange market and the transaction must have been declared in the External Assets and Liabilities Survey (as defined below, see “—Other Specific Provisions—BCRA Information Framework ”). Accordingly, although settlement of the loan proceeds is not mandatory, failure to settle will preclude future access to the foreign exchange market for repayment purposes.
BCRA Communication “A” 8,059 dated July 4, 2024, removed the requirement of prior conformity of the BCRA for access to the foreign exchange market to make interest payments on commercial debts for the import of goods and services with related foreign counterparties as long as the interest maturity occurs as from July 5, 2024.
This communication also established that prior approval from the BCRA, as outlined in Sections 3.3 and 3.5.6 of the Argentine Foreign Exchange Regulations, is not required to access the foreign exchange market for making interest payments on commercial debts not mentioned in the previous paragraph and on financial indebtedness, provided that the creditor is a related counterparty to the debtor. This is contingent upon meeting other applicable requirements and ensuring that the payment is made simultaneously with the settlement for an amount not less than the interest amount for which the foreign exchange market is accessed. This includes: (i) new financial indebtedness abroad with an average life of at least two years and a grace period of at least one year for the payment of principal, both counted from the date the market access is materialized, and (ii) new direct investment contributions from non-residents.
The new financial indebtedness abroad and new foreign direct investment contributions used within this framework: (i) may be entered and settled by the debtor of the foreign indebtedness whose interest is being paid or by another resident company related to the debtor and its economic group, and (ii) may not be counted for the purposes of other mechanisms considered in the Argentine Foreign Exchange Regulations.
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Specific Provisions On Access To The Foreign Exchange Market
General Requirements
As a general rule, and in addition to the specific rules of each transaction for access, certain general requirements must be complied with by a local company or individual to access the foreign exchange market for the purchase of foreign currency or its transfer abroad ( i.e. , payments of imports and other purchases of goods abroad; payment of services rendered by non-residents; distribution of profits and dividends; payment of principal and interest on foreign indebtedness; interest payments on debts for the import of goods and services, among others) without requiring prior approval from the BCRA. In this regard, the local company or individual must file an affidavit stating that:
| (1) |
(a) At the time of access to the foreign exchange market, all of its foreign currency holdings in Argentina are deposited in accounts in financial institutions, and (b) at the beginning of the day on which it requests access to the foreign exchange market, it does not hold Argentine certificates of deposit (“ CEDEARs ”) representing foreign shares and/or available liquid foreign assets that together have a value greater than US$100,000 (funds deposited abroad that constitute reserve or guarantee funds under debt contracts with foreign countries, or funds granted as guarantee for derivatives arranged abroad are excluded from this limit). If the customer is a local government, foreign currency holdings deposited with local financial institutions must also be accounted up to December 31, 2024. For these purposes, “ liquid foreign assets ” are considered to be holdings of banknotes and coins in foreign currency, cash in gold coins or bars of good delivery, demand deposits in financial institutions abroad and other investments that allow immediate availability of foreign currency. On the other hand, funds deposited abroad that cannot be used by the client because they are reserve or guarantee funds created by virtue of the requirements set forth in foreign debt contracts or funds created as guarantee for derivative transactions arranged abroad should not be considered as liquid foreign assets available. In the event that the client is a local government and exceeds the established limit, the institution may also accept an affidavit from the client stating that the excess was used to make payments for the foreign exchange market through swap and/or arbitrage operations with the deposited funds. |
| (2) |
It undertakes the obligation to settle in the foreign exchange market, within five business days of its availability, the funds received abroad from the collection of loans granted to third parties, time deposits, or the sale of any type of asset, to the extent that the asset subject to the sale was acquired, the deposit constituted or the loan granted after May 28, 2020. |
| (3) |
On the date of access to the foreign exchange market and in the previous 90 calendar days: (a) did not arrange sales in Argentina of securities with settlement in foreign currency, (b) did not exchange securities issued by residents for foreign assets, (c) did not transfer securities to depository entities abroad, (d) did not acquire in Argentina securities issued by non-residents with settlement in Argentine Pesos, (e) did not acquire CEDEARs representing foreign shares, (f) did not acquire securities representing private debt issued in foreign jurisdiction, and (g) did not deliver funds in local currency or other local assets (except funds in foreign currency deposited in local financial institutions) to any entity (whether physical or legal, resident or non-resident, related or not), receiving as prior or subsequent consideration, directly or indirectly, by itself or through a related, controlled or controlling entity, foreign assets, crypto-assets or securities deposited abroad. |
| (4) |
It undertakes the obligation not to enter into any of the transactions described in paragraph (3) above from the time it requests access to the foreign exchange market and for 90 calendar days thereafter. |
| (5) |
Section 3.16.3 of the Argentine Foreign Exchange Regulations add that, in the event that the customer requesting access to the exchange market is a legal entity, in order for the transaction not to be covered by the requirement of prior approval by the BCRA must be submitted to the corresponding financial institution: |
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| (a) |
An affidavit evidencing that within the term provided in Section 3.16.3.4. (90 days prior to accessing the foreign exchange market) it has not delivered in Argentina any funds in local currency or other liquid local assets, except funds in foreign currency deposited in local financial institutions, to any person or legal entity, except those directly associated with regular transactions in the course of its business, or |
| (b) |
(i) as required by Section 3.16.3.3. of the Argentine Foreign Exchange Regulations, an affidavit stating details of the physical or legal persons exercising a direct control relationship over the client and of other legal persons with which it is part of the same economic group. In determining the existence of a direct control relationship, the types of relationships described in Section 1.2.2.1 of the Large Exposures Regulation should be considered. Companies sharing a control relationship of the type defined in Sections 1.2.1.1 and 1.2.2.1 of the Large Exposures Regulations should be considered as members of the same “ economic group ” (Economic Group Description Affidavit); and (ii) that on the day on which it requests access to the market and in the 90 days prior to that date, it has not delivered in Argentina any funds in local currency or other liquid local assets, except funds in foreign currency deposited in local financial institutions, to any individual or legal entity that exercises a direct control relationship over it, or to other companies with which it is part of the same economic group, except those directly associated with regular transactions between residents for the acquisition of goods and/or services. |
| (c) |
The provisions of Section 3.16.3.4. of the Argentine Foreign Exchange Regulations (as detailed in (b)(ii) above) may be deemed to have been complied with if the customer seeking access has submitted: |
| (i) |
an affidavit initialed by each physical or legal person detailed in Section 3.16.3.3. to whom the client has delivered funds under the terms provided in Section 3.16.3.4., recording what is required in Sections 3.16.3.1., 3.16.3.2. and 3.16.3.4.; or |
| (ii) |
an Economic Group Affidavit of each person or legal entity declared in the affidavit indicated in Section 3.16.3.3. ( i.e. , all Direct Controlling Entities and the declared members of the economic group), stating the provisions of Sections 3.16.3.1. and 3.16.3.2. of the Argentine Foreign Exchange Regulations; or |
| (iii) |
a statement from each of the individuals or legal entities declared in the affidavit indicated in Section 3.16.3.3.3 ( i.e. , all the Direct Controlling Entities and the declared members of the economic group), stating that within the term set forth in Section 3.16.3.4. has not received in Argentina any funds in local currency or other liquid local assets, except for funds in foreign currency deposited in local financial entities, except for those directly associated to usual transactions between residents for the acquisition of goods and/or services, which have come from the client or from any person detailed in Section 3.16.3.3. to whom the client has delivered funds under the terms set forth in Section 3.16.3.4. |
Section 3.16.4 of the Argentine Foreign Exchange Regulations establish that companies shall require the prior approval of the BCRA to grant access to the foreign exchange market to individuals or legal entities included by the ARCA in the database of invoices or equivalent documents classified as apocryphal by such agency. This requirement will not be applicable for access to the foreign exchange market for the cancellation of foreign currency financing granted by local financial institutions, including payments for foreign currency consumption made by credit or purchase cards.
Communication “A” 8,108, enacted on September 19, 2024, states that transfers to foreign depository entities of securities made in connection with a repurchase of debt securities by Argentine residents should not be included in affidavits for Sections 3.16.3.1. and 3.16.3.2. of the Argentine Foreign Exchange Regulations.
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Imports Payments
Section 3.1 of the Argentine Foreign Exchange Regulations allow access to the foreign exchange market for the payment of imports of goods, establishing different conditions depending on whether they are payments of imports of goods with customs entry registration, or payments of imports of goods with pending customs entry registration. It also provides for the reestablishment of the “ SEPAIMPO ,” the import payment tracking system, for the purpose of monitoring import payments, import financing and the demonstration of the entry of goods into the country.
In addition, the local importer must designate a local financial entity to act as a monitoring bank, which will be responsible for verifying compliance with applicable regulations, including, among others, the settlement of import financing and the entry of imported goods.
Communication “A” 7,917 issued on December 13, 2023, later amended by Communication “A” 8,035 issued on July 30, 2024, substantially modified the regime of access to the foreign exchange market for the payment of imports of goods and services, establishing the following regarding the access to the foreign exchange market for the payment of imports of goods, effective as of December 13, 2023:
| (1) |
The SIRA in “EXIT” status shall not be a requirement for access to the foreign exchange market : It shall not be necessary for access to the foreign exchange market to have a declaration made through the SIRA in “ SALIDA ” status as a requirement for access to the foreign exchange market, nor to validate the operation in the “ Single Current Account for Foreign Trade ” computer system. |
| (2) |
Payments for imports of goods with customs entry registration as from December 13, 2023 : Entities may provide access to the foreign exchange market without prior BCRA approval to make deferred payments for imports of goods with customs entry registration as from December 13, 2023, in addition to the other applicable regulatory requirements, when it is verified that the payment complies with the following schedule, according to the type of goods: |
| (a) |
from its customs entry registration, the payment of the FOB value corresponding to the following goods may be made: (i) petroleum or bituminous mineral oils, their preparations and residues (subchapters 2709, 2710 and 2713 of the NCM); (ii) petroleum gases and other gaseous hydrocarbons (subchapter 2711 of the NCM); (iii) bituminous coal without agglomeration (subchapters 2701.12.00 of the NCM), when the importation is carried out by an electricity generation plant; (iv) electricity (subchapters 2716.00.00 of the NCM) and (v) imports formalized from April 15, 2024 of natural uranium, enriched uranium and their compounds or zirconium and its manufactures when corresponding to subchapter 8109.91.00 of the NCM, that are intended for the production of energy or fuels, formalized from April 15,2024. |
| (b) |
from 30 days from the date of registration of customs entry, payment of the FOB value corresponding to the following goods may be made: (i) pharmaceutical products and/or inputs used in their local processing, other goods related to health care or food for human consumption covered by the provisions of the Section 155 Tris of the Argentine Food Code, whose tariff positions according to the NCM are detailed in Section 12.3. of the Argentine Foreign Exchange Regulations; (ii) fertilizers and/or phytosanitary products and/or inputs that may be intended for local processing, whose tariff positions are detailed in Section 12.2. of the Argentine Foreign Exchange Regulations; (iii) imports formalized from March 15, 2024, corresponding to basic consumer goods whose subchapter of the NCM are detailed in Section 12.4. of the Argentine Foreign Exchange Regulations; and (d) imports formalized from April 15, 2024, by individuals or legal entities that qualify as small and medium-sized enterprises (SMEs) according to the provisions of the “ Determination of the condition of micro, small, and medium-sized enterprises ” regulations, provided that they do not correspond to goods included in section 10.10.1.3 of the Argentine Foreign Exchange Regulations. The entity must have the importer’s affidavit stating that the goods will be used for the purposes foreseen in this section, except when dealing with operations covered under item (iii). |
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| (c) |
from 180 calendar days from the date of registration of customs entry, payment of the FOB value corresponding to the following goods may be made: (a) finished automobiles (subchapter 8703 of the NCM); (b) those corresponding to the tariff positions detailed in Section 12.1 of the Argentine Foreign Exchange Regulations that are not covered in the preceding Sections, regardless of their FOB unit value. |
On June 27, 2024, the BCRA issued Communication “A” 8,054, which stated that access to the foreign exchange market to make deferred payments for imports formalized from June 28, 2024 may be made as from 120 calendar days from the customs entry registration of the goods.
On July 23, 2024, the BCRA issued Communication “A” 8,074, which established that access to the foreign exchange market to make deferred payments for the FOB value of imports formalized from August 1, 2024, may be made as from 90 calendar days from the customs entry registration of the goods. Pursuant to BCRA Communication “A” 8,108, payments for imports formalized on or after September 20, 2024 can be made within 60 days of customs entry.
| (d) |
for the remaining goods, the payment of their FOB value may be made within the following terms counted from the registration of the customs entry of the goods: |
| (i) |
25% after 30 calendar days. |
| (ii) |
An additional 25% after 60 calendar days. |
| (iii) |
An additional 25% after 90 calendar days. |
| (iv) |
The remaining 25% as from 120 calendar days. |
BCRA Communication “A” 8,074 also established access to the foreign exchange market for deferred payments for imports formalized as of August 1, 2024. This Communication allows for 50% of the FOB value to be made as from 30 calendar days after customs clearance of the goods, with the remainder to be made as from 60 calendar days later.
| (e) |
Freight and insurance as part of the purchase condition agreed with the seller may be paid in full as from the first date on which the importer has access to make deferred payments by virtue of the transported goods, except when related to the goods covered in Section 10.10.1.3 of the Argentine Foreign Exchange Regulations, for which access to the foreign exchange market to cancel their value will be available as from 30 calendar days from the customs entry registration of the goods. |
Entities may also be able to access the foreign exchange market without BCRA’s prior approval to make deferred payments for new imports of goods with customs entry registration as from December 13, 2023 when, in addition to the other applicable regulatory requirements, the payment falls within the situations set forth in Section 10.10. 2 of the Argentine Foreign Exchange Regulations, as updated by Communication “A” 7945 dated January 01, 2024, Communication “A” 7950 dated January 25, 2024, Communication “A” 7980 dated March 14, 2024, Communication “A” 7980 dated March 14, 2024, Communication “A” 7990 dated April 11, 2024, Communication “A” 7998 dated April 30, 2024, Communication “A” 8035 dated June 3, 2024, Communication “A” 8094 dated August 22, 2024, and Communication “A” 8133 dated November 21, 2024.
Access to the foreign exchange market to make payments with pending customs registration shall require the prior approval of the BCRA except when, in addition to the other applicable requirements, the payment falls within the situations set forth in Section 10.10. 2 of the Argentine Foreign Exchange Regulations updated by Communication “A” 7945 dated January 01, 2024, Communication “A” 7950 dated January 25, 2024, Communication “A” 7980 dated March 14, 2024, Communication “A” 7980 dated March 14, 2024, Communication “A” 7980 dated March 14, 2024, Communication “A” 7990 dated April 11, 2024, Communication “A” 7998 dated April 30, 2024, Communication “A” 8035 dated June 3, 2024, Communication “A” 8094 dated August 22, 2024, and Communication “A” 8133 dated November 21, 2024.
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| (1) |
Payments of imports with pending customs entry registration or before the deadlines set forth in the preceding sections : Access to the foreign exchange market to make payments with pending customs entry registration or deferred payments before the terms set forth in Section (b) above, when the remaining applicable requirements are met, only in the case of financing, new pre-financing or advance payments or under specific benefits. |
| (2) |
Stock of debt. Imports of Goods : |
| (a) |
Access to the foreign exchange market to make import payments for goods whose customs entry registration occurred up to December 12, 2023, in addition to the remaining applicable requirements, shall require the prior conformity of the BCRA except when they are transactions financed by financial entities or official credit agencies or international organizations; among other situations. |
| (b) |
Access to financial entities to cancel obligations derived from letters of credit or guaranteed letters issued or granted as from December 13, 2023, within the framework of an import in which it is required to have a SIRA declaration will be conditioned to the entity having documentation that proves, at the date of issuance or granting, the guaranteed transaction was compatible with the terms and conditions set forth in Section (a) above and 2.2. herein. |
Payment Of Foreign Debts For The Importation Of Goods and/or For Services Effectively Rendered and/or Accrued
On December 22, 2023, the BCRA issued Communication “A” 7,925, requiring importers with outstanding debts for goods imported and services received until December 12, 2023 (“ Import Debt Stock ”), to subscribe to “ Bonds for the Reconstruction of a Free Argentina ” (“ BOPREAL ”). This requirement was subsequently incorporated into Section 10.11 of the Argentine Foreign Exchange Regulations, as amended by Communication “A” 8035. Generally, prior approval from the BCRA is required to access the foreign exchange market for the payment of the Import Debt Stock. However, certain exceptions are outlined in the regulations.
Importers of goods may subscribe the BOPREAL for up to the amount of the outstanding debt for their imports of goods with customs entry registration up to and including December 12, 2023. The amount of the BOPREAL that importers may subscribe will be adjusted to the outstanding amount registered in the BCRA’s SEPAIMPO system. Importers of services accrued up to December 12, 2023, may also subscribe the BOPREAL for up to the amount of the outstanding debt for such transactions. Importers of goods and services that, prior to January 31, 2024, subscribe the series offered (maturity in 2027), and for an amount equal to or greater than 50% of the outstanding amount of the Import Debt Stock, will be able to access the foreign exchange market as from February 1, 2024 to pay the Import Debt Stock for the equivalent of 5% of the amount subscribed of such series.
Likewise, access to the foreign exchange market is authorized for the payment of the Import Debt Stock by means of an exchange and/or arbitrage with the funds deposited in a local bank account and originated in collections of principal and interest in foreign currency of the BOPREAL.
Importers subscribing to BOPREAL may sell them with settlement in foreign currency in Argentina or abroad or transfer them to depositories abroad, for up to the amount acquired in the primary subscription without limiting their ability to access the foreign exchange market. Likewise, Communication “A” 7,935 established that those who have subscribed BOPREAL in primary bidding may, as from April 1, 2024, carry out sales transactions of securities against foreign currency for the difference between the nominal value bid and the sale price in the secondary market obtained from the sale of the BOPREAL, without violating the sworn statements set forth in Sections 3.16.3.1. and 3.16.3.2. of the Argentine Foreign Exchange Regulations.
In turn, through Communication “A” 8,055 dated June 28, 2024, BCRA established that if clients complete a sale operation with a repurchase obligation using BOPREAL acquired in primary bidding, the following conditions must be met:
| (1) |
The sale of securities at the origin of the transaction should not be considered for the purposes of preparing the affidavit provided for in Sections 3.16.3.1. and 3.16.3.2. of the Argentine Foreign Exchange Regulations, in line with the provisions of the first paragraph of Section 4.7.2. of the Argentine Foreign Exchange Regulations. |
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| (2) |
The above-mentioned sale does not allow the client to conclude securities transactions for the difference between the value obtained from the sale and the nominal value of the securities. |
| (3) |
Once the client has regained possession of the BOPREAL, the securities will be treated in the same way as those acquired in the primary offer. |
Payment For Services Rendered By Non-Residents
Pursuant to Section 3.2 of the Argentine Foreign Exchange Regulations, entities may access the foreign exchange market to make payments for services rendered by non-residents as long as they have documentation to support the existence of the service.
In the case of commercial debts for services, access is granted as from the expiration date, provided that it is verified that the operation is declared, if applicable, in the last due presentation of the External Assets and Liabilities Survey.
Communication “A” 7,953 issued on January 26, 2024, substantially modified the regime of access to the foreign exchange market for the payment of imports of goods and services. Said Communication established the following regarding access to the foreign exchange market for the payment of imports of services, effective as of December 13, 2023:
Access To The Foreign Exchange Market For The Payment Of Services:
Entities may give access to the foreign exchange market to make payments for non-residents services that were or will be rendered as of December 13, 2023, when, in addition to the other applicable regulatory requirements, the transaction falls within one of the situations detailed below:
| (1) |
the payment corresponds to a transaction that falls under the following concept codes: |
S03. Passenger Transportation Services.
S06. Travel (excluding transactions associated with withdrawals and/or consumption with resident cards with non-resident suppliers or non-resident cards with Argentine suppliers).
S23. Audiovisual services.
S25. Government services.
S26. Health services by travel assistance companies.
S27. Other health services.
S29. Transactions associated with withdrawals and/or consumptions with resident cards with non-resident suppliers or non-resident cards with Argentine suppliers.
| (2) |
Expenses paid to foreign financial entities for their usual operations. |
| (3) |
The payment corresponds to an operation under the concept “ S30. Freight services for goods import operations ” for services rendered or accrued from December 13, 2023. The payment is made after a period equivalent to the time in which the transported goods could start to be paid, as per item 1.2, has elapsed since the date of rendering of the service. This excludes freight services for goods covered in Section 10.10.1.3 of the Argentine Foreign Exchange Regulations, for which access to the foreign exchange market to settle their value will be available 30 calendar days after the date of rendering of the service. |
| (4) |
The payment corresponds to an operation that falls under item “ S24. Other personal, cultural and recreational services ” rendered or accrued as from December 13, 2023 and the payment is made after a period of 90 calendar days from the date of rendering or accrual of the service has elapsed. |
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| (5) |
The payment corresponds to a transaction corresponding to a service not included in items 2.2.i) to 2.2.iv) and rendered by a counterparty not related to the resident as of December 13, 2023 and is made after 30 calendar days from the date of rendering or accrual of the service. This deadline will also apply to transfers abroad by local agents for their collection in Argentina of funds corresponding to services provided by non-residents to residents. |
| (6) |
The payment corresponds to a transaction corresponding for a service not included in items 2.2.i) to 2.2.iv) and rendered by a counterparty related to the resident as of December 13, 2023. The payment is made after 180 calendar days have elapsed from the date of rendering or accrual of the service. Transactions originating from the provision of services by related counterparties will continue to be subject to this requirement even if there is a change in the creditor or debtor that results in no longer having a relationship between the creditor and the resident debtor. |
Stock Of Debt Of Imports Of Services
Access to the foreign exchange market for payments for non-resident services rendered and/or accrued up to December 12, 2023, in advance of the deadlines foreseen in Sections 13.2.3. to 13.2.6 of the Argentine Foreign Exchange Regulations is admissible when, in addition to the other applicable requirements, the following situations are verified:
| (i) |
The customer accesses the foreign exchange market with funds originated from a financing of imports of services granted by a local financial institution from a foreign line of credit to the extent that the maturity dates and the amounts of principal to be paid of the financing granted are compatible with those provided for in Section 13.2 of the Argentine Foreign Exchange Regulations. |
| (ii) |
If the financing is granted prior to the date of rendering or accrual of the service, the terms set forth in Section 13.2 of the Argentine Foreign Exchange Regulations shall be computed as from the estimated date of rendering or accrual plus 15 calendar days. |
| (iii) |
The customer has access to the foreign exchange market simultaneously with the settlement of funds for advances or pre-financing of exports from abroad or pre-financing of exports granted by local financial entities with funding in foreign credit lines, to the extent that the stipulations of Section 13.3.1 of the Argentine Foreign Exchange Regulations regarding maturity dates and the amounts of principal to be paid for the financing are complied with. |
| (iv) |
The customer accesses the foreign exchange market simultaneously with the settlement of funds originated in a financial indebtedness abroad, to the extent that the provisions of Section 13.3.1 of the Argentine Foreign Exchange Regulations regarding maturity dates and principal amounts payable on the financing are complied with. |
The portion of the financial indebtedness abroad that is used by virtue of the provisions of this Section may not be computed for the purposes of other specific mechanisms that enable access to the foreign exchange market as from the entry and/or settlement of this type of transactions.
| (v) |
In the case that the payment for imports of services is performed within the framework of the mechanism provided for in Section 7.11 of the Argentine Foreign Exchange Regulations. |
| (vi) |
The customer has a “ Certification for the regimes of access to foreign currency for the incremental production of oil and/or natural gas ” (Decree No. 277/22) issued within the framework of the provisions of Section 3.17 of the Argentine Foreign Exchange Regulations. |
| (vii) |
The payment corresponds to the cancellation of transactions financed or guaranteed prior to December 13, 2023, by local or foreign financial entities. |
| (viii) |
The payment corresponds to the cancellation of transactions financed or guaranteed prior to December 13, 2023, by international organizations and/or official credit agencies. |
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Payments of services abroad up to December 12, 2023
The BCRA’s prior approval shall be required for access to the foreign exchange market to make payments for non-resident services rendered or accrued up to December 12, 2023, except when in addition to the other applicable requirements, the entity verifies the Sections 13.4.1. to 13.4.8.
External Financial Indebtedness
In order for resident debtors to be able to access the foreign exchange market to cancel foreign financial indebtedness disbursed as of September 1, 2019, it is necessary that the loan proceeds have been settled through the foreign exchange market and that the transaction has been declared in the External Assets and Liabilities Survey.
Repayment Of Foreign Currency Debt Among Residents
Access to the foreign exchange market for the repayment of debts and other obligations in foreign currency between residents, contracted as of September 1, 2019, is prohibited.
However, it establishes as exceptions the cancellation as from its maturity of principal and interest of:
| • |
Financing in foreign currency granted by local financial entities (including payments for consumption in foreign currency through credit cards). |
| • |
Foreign currency liabilities between residents instrumented through public registries or deeds on or before August 30, 2019. |
| • |
Issuances of debt securities made on or after September 1, 2019, with the purpose of refinancing foreign currency obligations between residents instrumented through public registries or public deeds before August 30, 2019, and involving an increase in the average life of the obligations. |
| • |
The payment, at maturity, of the principal and interest services of new issues of debt securities made on or after November 29, 2019, with public registration in Argentina, denominated and payable in foreign currency in Argentina, to the extent that: (i) they are denominated and subscribed in foreign currency, (ii) the respective principal and interest services are payable in Argentina in foreign currency and (iii) the totality of the funds obtained with the issue are settled through the foreign exchange market. |
| • |
Promissory notes with a public offering issued under General Resolution CNV No. 1003/24 and related regulations, denominated and subscribed in foreign currency whose principal and interest services are payable in Argentina in foreign currency, provided that all the funds obtained have been settled through the foreign exchange market. |
| • |
Issues made as from January 7, 2021 of debt securities with public registration in Argentina denominated in foreign currency and whose services are payable in foreign currency in Argentina, to the extent that they have been delivered to creditors to refinance pre-existing debts with extension of the average life, when it corresponds to the amount of the refinanced capital, interest accrued up to the refinancing date and, to the extent that the new debt securities do not mature before 2023, the amount equivalent to the interest that would accrue until December 31, 2022 on the indebtedness that is refinanced early and/or on the deferral of the refinanced principal and/or on the interest that would accrue on the amounts so refinanced. |
| • |
The issuance of debt securities with public registry in Argentina that were included in Section 7.11.1.5 of the Argentine Foreign Exchange Regulations, to the extent that the record of customs entry of goods for a value equivalent to the financing received is demonstrated. |
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Principal Payments Under Related Counterparty Debt Until December 31, 2024
BCRA’s prior approval is required to access the foreign exchange market to make payments abroad of principal and interest of financial debts when the creditor is a counterparty related to the debtor. This requirement is applicable until December 31, 2024, in accordance with Section 3.5.6 of the Argentine Foreign Exchange Regulations. Likewise, these debts will continue to be subject to prior approval even if there is a change in the creditor or the debtor which means that there is no longer a link between the creditor and the resident debtor.
The BCRA’s prior approval shall not be required (i) in the case of local financial institutions’ own transactions; (ii) in the case of a financial indebtedness abroad with an average life of not less than two years and the funds have been deposited and settled through the foreign exchange market as from October 2, 2020; (iii) in the case of a financial indebtedness abroad that meets all of the following conditions: (a) the funds have been used to finance projects within the framework of the Plan for the Promotion of Argentine Natural Gas Production—Supply and Demand Scheme 2020-2024 established in Section 2 of Decree No. 892/2020 (“ Plan GasAr 2020-2024 ” or “ Plan GasAr ”), (b) the funds have been deposited and settled through the foreign exchange market as from November 16, 2020, (c) the indebtedness has an average life of not less than two years. Likewise, the aforementioned conformity shall not be applicable when (1) the client has a “ Certification of Increase in Exports of Goods ” for the years 2021 to 2023, issued within the framework of the provisions of Section 3.18. for the equivalent of the amount of capital to be paid, (2) in the case of a financial indebtedness abroad with an average life of not less than two years, settled between August 21, 2021 and December 12, 2023, and which was originally used to pay commercial debts for the import of goods and services that originated the issuance of a Certificate of Entry of New Financial Indebtedness Abroad within the framework of Section 3.19; (3) in the case of a financial indebtedness abroad with an average life of not less than two years originated between August 27, 2021 and December 12, 2023, originated in a refinancing with the creditor of commercial debts for the importation of goods and services within the framework of the provisions of Section 3.20. The entity must have a certification for access to the foreign exchange market issued within the five previous business days, by the entity that registered with the BCRA within the concept code “ P17. Registration of refinancing of commercial debt under Section 20 of Communication “A” 7,626; ” (4) the customer has a Certification for the regimes of access to foreign currency for the incremental production of oil and/or natural gas, issued within the framework of the provisions of Section 3.17, for the equivalent of the amount of capital to be paid; (5) it is a financial indebtedness abroad included in the mechanism of Section 7.11 and the access date is consistent with the conditions required to be included in such mechanism.
Section 3.5.4 of the Argentine Foreign Exchange Regulations establish that, as long as the requirement to obtain prior approval to access the foreign exchange market to pay, at maturity, the principal and interests of external financial indebtedness, such requirement will not be applicable when the use of the funds has been the financing of projects within the framework of the Plan GasAr 2020-2024; when the funds have been deposited and settled through the foreign exchange market as from November 16, 2020 and the average life of the indebtedness is not less than two years.
Access To The Foreign Exchange Market For The Payment Of New Issues Of Debt Securities
Entities may access to the foreign exchange market for the payment of principal and services of debt securities denominated and publicly registered abroad when the debtor has settled through the foreign exchange market an amount equivalent to the face value of the external indebtedness.
The aforementioned requirement will be deemed to be met for the portion of debt securities publicly registered abroad issued as from January 7, 2021, intended to refinance pre-existing debt by extending their average life, for an amount equivalent to the refinanced principal, and provided that the new securities do not have a principal maturity schedule within two years, for interest accrued through the date of refinancing and, interest that would accrue during the first two years on the refinanced indebtedness and/or on the deferral of the refinanced principal and/or interest that would accrue on the refinanced amounts.
Duly Registered Securities That Are Denominated And Payable In Foreign Currency In Argentina
Pursuant to Section 2.5 of the Argentine Foreign Exchange Regulations, resident debt issuers will have access to the foreign exchange market for the payment at maturity of principal and interest of duly registered debt security issues that are denominated and payable in foreign currency in Argentina, to the extent that (i) they are fully subscribed in foreign currency, and (ii) provided that the proceeds of the issue are previously settled through the foreign exchange market.
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On June 28, 2024, the BCRA issued Communication “A” 8,055, thereby establishing that financial entities may also provide resident clients with access to the foreign exchange market with the objective of repaying the principal and interest on debt securities denominated in foreign currency, either in Argentina or abroad. This will be permitted provided that the other applicable requirements are met, and on the condition that the securities in question have been fully subscribed abroad and all funds received have been settled in the foreign exchange market. In the event that the payment must be made abroad, access to the foreign exchange market may be granted up to three business days before the due date of the principal and/or interest.
It was additionally established that, in the event a sale transaction is concluded with a repurchase obligation through the utilization of BOPREAL bonds procured through primary bidding, there is no obligation to consider the sale of said securities at their origin for purposes of affidavit preparation, as outlined in Sections 3.16.3.1 and 3.16.3.2 of the Argentine Foreign Exchange Regulations. This aligns with the stipulations of the initial paragraph of Section 4.7.2 of said regulations. Nevertheless, this sale will not permit the client to complete transactions involving the securities in question, given that the proceeds from the sale will not cover the nominal value of the securities, as stipulated in the second paragraph of the aforementioned section.
Once the client has regained possession of the BOPREAL bonds, the securities will receive the same treatment as those acquired in primary bidding.
Access To The Foreign Exchange Market By Guarantee Trusts For The Payment Of Principal And Interest
Pursuant to Section 3.7 of the Argentine Foreign Exchange Regulations, Argentine guarantee trusts created to guarantee principal and interest payments of resident debtors may access the foreign exchange market to make such payments at their scheduled maturity, to the extent that, in accordance with the applicable regulations in force, the debtor would have had access to the foreign exchange market to make such payments directly. Also, under certain conditions, a trustee may access the foreign exchange market to guarantee certain principal and interest payments on foreign financial debt and anticipate access to the foreign exchange market.
Profit And Dividend Payment
Pursuant to Section 3.4 of the Argentine Foreign Exchange Regulations, access to the foreign exchange market for the transfer of foreign currency abroad for the payment of dividends and profits to non-resident shareholders is subject to the prior approval of the BCRA, unless the following requirements are met:
| (i) |
Dividends must correspond to closed and audited balance sheets. |
| (ii) |
The total amount paid to non-resident shareholders shall not exceed the amount in Argentine Pesos that correspond according to the distribution determined by the shareholders’ meeting. |
| (iii) |
If applicable, the External Assets and Liabilities Survey must have been complied with for the transactions involved. |
| (iv) |
The company falls within one of the following situations and fulfills all the conditions stipulated in each case: |
| (a) |
Records direct investment contributions settled as of January 17, 2020. In which case, (i) the total amount of transfers made in the foreign exchange market for the payment of dividends to non-resident shareholders may not exceed 30% of the total value of the capital contributions made in the relevant local company that have entered and been settled through the foreign exchange market as of January 17, 2020, (ii) access will only be granted after the expiration of a term of not less than 30 calendar days as from the settlement date of the last capital contribution taken into account to determine the aforementioned 30% capital cap, and (iii) the definitive capitalization of the capital contributions must be accredited or, failing that, the filing of the registration procedure of the capital contribution with the Public Registry must be evidenced. In this case, the accreditation of the definitive capitalization must be made within 365 calendar days following the date of the initial filing with the Public Registry. |
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| (b) |
Profits generated in projects under the Plan GasAr 2020-2024. In this case, (i) the profits generated by the foreign direct investment contributions entered and settled through the foreign exchange market as from November 16, 2020, destined to the financing of projects framed within the Plan GasAr 2020-2024. If the client is a direct beneficiary of Decree No. 277/2022, the value of the benefits of the decree used by the client, directly or indirectly, shall be deducted from the amount allowed in the preceding paragraph, (ii) the access to the foreign exchange market occurs no earlier than two years from the date of settlement in the foreign exchange market of the contribution that allows the framing in this section, and (iii) the client must submit the documentation supporting the definitive capitalization of the contribution. |
| (c) |
The client must have a Certification of Increased Exports of Goods for the years 2021 to 2023, issued in accordance with Section 3.18 of the Argentine Foreign Exchange Regulations, for the equivalent value of the profits and dividends being paid. |
| (d) |
It has certification under the foreign exchange access regimes for incremental production of oil and/or natural gas. |
| (e) |
The client engages in an exchange and/or arbitration transaction with funds deposited in a local account and originating from collections in foreign currency of principal or interest on BOPREAL. |
Cases that do not comply with the above conditions will require the prior approval of the BCRA to access the foreign exchange market for the purchase of foreign currency for the distribution of profits and dividends.
On April 30, 2024, the BCRA established, via Communication “A” 7,999, that clients may subscribe to BOPREAL for an amount equivalent to the profits and dividends pending payment to non-resident shareholders, in accordance with the distribution determined by the shareholders’ meeting, in local currency. It is the responsibility of the entity completing the subscription on behalf of the client to verify compliance with the established requirements.
Moreover, clients may access the foreign exchange market for the payment of profits and dividends, provided that the applicable requirements are met, by carrying out an exchange and/or arbitration with funds deposited in a local account and originating from collections of principal and interest in foreign currency of BOPREAL.
In addition, with regard to the profits and dividends accrued in Argentine Pesos within Argentina by non-residents from September 1, 2019, and which have not been remitted abroad, it was established, among other things, that non-resident clients may subscribe to BOPREAL. BOPREAL may be subscribed for up to the equivalent amount in local currency of the profits and dividends collected from September 1, 2019, according to the distribution determined by the shareholders’ meeting, adjusted by the latest available CPI published by the INDEC at the subscription date. The entity that completes the subscription offer on behalf of the client must have documentation that supports and verifies compliance with the indicated conditions.
Other Specific Provisions
Securities Transactions
According to CNV General Resolution No. 988/2023, sales of marketable securities with settlement in foreign currency, in any jurisdiction and regardless of the law under which they are issued may be made, provided that a minimum holding period of one business day counted as of its accreditation at the Central Depository Agent of Negotiable Securities ( Agente Depositario Central de Valores Negociables ), to the extent that the purchases of the marketable securities in question have been made against Argentine Pesos.
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Likewise, transfers to foreign depository institutions of marketable securities purchased with Argentine Pesos, regardless of the law under which they are issued, must comply with a minimum holding period of one business day as from the date of deposit of such marketable securities, unless such accreditation (i) results from a primary placement of marketable securities issued by the Argentine National Treasury or by the BCRA, in the framework of the Communication “A” 7,918, as amended, (ii) or refers to CEDEARs traded in markets regulated by the CNV. Intermediaries and trading agents must verify compliance with the aforementioned minimum holding period of marketable securities.
It should be noted that the aforementioned provisions do not extend to transfers of securities to foreign depositary entities made by the client for the purpose of participating in a debt securities exchange issued by the Argentine government, local governments, or resident private sector issuers. The client is required to present the relevant certification for the exchanged debt securities.
In accordance with the prevailing CNV regulations, local brokers are obliged to comply with the following requirements prior to executing or registering any of the aforementioned securities transactions in CNV-authorized markets:
| (a) |
In the event that the trade is to be performed by non-resident clients that do not qualify as foreign brokers, it is the responsibility of the broker to ensure that the trades are for the account of the client and financed with the client’s own funds. Furthermore, the broker must ensure that the trades do not exceed Ps.200 million per day. |
| (b) |
In the event that the trade is to be performed by non-resident clients that qualify as foreign brokers, whether acting for their own account or on behalf of Argentine clients, it is the responsibility of the broker to ensure that the trades do not exceed Ps.200 million per client per day. In the event that a foreign broker is acting in the capacity of a depositary for shares issued by a local issuer and is undertaking the trade for the purpose of distributing dividends to holders of ADRs, GDRs, or analogous certificates held in custody abroad, said broker shall not be subject to the aforementioned requirement. |
| (c) |
In the event that the trade is to be performed by resident clients acting for their own portfolio and financed with their own funds, the above-mentioned daily trading limit does not apply. |
The aforementioned trade restrictions do not apply to BOPREAL acquired in primary bidding and to the sale of securities with settlement in foreign currency and in the local jurisdiction previously acquired in Argentine Pesos by individual or corporate resident clients with funds from UVA mortgage loans. These clients must be granted the funds by financial entities authorized to act as such under terms of Law No. 21.526. Furthermore, the proceeds from these sales must be applied to the purchase of real estate in Argentina within the framework of the aforementioned credits.
Communication “A” 8,099
Communication “A” 8,099 of the BCRA establishes the regulations pertaining to the foreign exchange benefits for Single Project Vehicles (“ VPU ,” the Spanish acronym for such) that have adhered to the RIGI. The BCRA has established:
| (i) |
exceptions to the mandatory inflow and settlement of export proceeds in foreign currency made by a VPU adhering to the RIGI. |
| (ii) |
exceptions to the mandatory inflow and settlement of foreign currency arising from export of services. |
| (iii) |
access to the foreign exchange market to make payments of certain expenses; |
| (iv) |
access to the foreign exchange market to make payments of dividends to non-resident shareholders |
| (v) |
application abroad of proceeds from exports of goods; and |
| (vi) |
exchange stability applicable to the VPU on the date of adherence to the RIGI. |
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BCRA Information Framework
On December 28, 2017, the BCRA replaced the information regimes established in Communications “A” 3,602 and “A” 4,237 with Communication “A” 6,401 (and the complementary Communication “A” 6,795), a unified framework applicable from December 31, 2017 (“ External Assets and Liabilities Survey ”) ( Relevamiento de Activos y Pasivos Externos ). The reporting requirements under the information regime are contingent upon the final balance of foreign assets and liabilities:
| • |
For individuals or entities whose balance, acquisition, or sale of external assets and liabilities at the end of a given calendar year is equal to or exceeds the equivalent of US$50 million, a quarterly declaration prior to the end of each quarter and an annual declaration, which permits the correction, affirmation, or update of quarterly declarations, must be filed. |
| • |
For individuals or entities whose balance, acquisition, or sale of external assets and liabilities at the conclusion of a given calendar year exceeds US$10 million but does not exceed US$50 million, an annual declaration is the sole requisite form of compliance. |
| • |
For individuals or entities whose balance, acquisition, or sale of external assets and liabilities at the conclusion of a specified calendar year exceeds US$1 million but does not exceed US$10 million, a streamlined annual declaration is the sole requisite documentation. |
Individuals or entities for whom the balance or acquisition or sale of foreign assets and liabilities at the end of a given calendar year is less than US$1 million are exempt from reporting obligations.
Access to the foreign exchange market for the repayment of foreign financial debt and other operations is contingent upon the debtor’s compliance with the External Assets and Liabilities Survey. See “ — Specific Provisions on Access to the Foreign Exchange Market —External Financial Indebtedness .”
Advance Notice of Foreign Exchange Operations
Entities authorized to operate with foreign currency are obliged to provide the BCRA with information on outgoing operations through the Foreign Exchange Market for daily amounts equal to or greater than the equivalent of US$10,000. This information must be provided at the end of each business day and with two business days’ notice. Clients are obliged to inform financial entities in advance, so that they can comply with the requirements of this information regime. Consequently, as long as the other requirements established in the Argentine Foreign Exchange Regulations are simultaneously met, they can process foreign exchange transactions.
On August 8, 2024, the BCRA issued Communication “A” 8,085, which established that from August 14, 2024, the daily amount from which compliance with this information regime will be required as a prerequisite for access to the foreign exchange market will be increased to the equivalent of US$100,000. Furthermore, the document indicated that as of August 9, 2024, the “ Foreign Exchange Information Registry for Exporters and Importers of Goods ,” as outlined in Section 3.16.5 of the Argentine Foreign Exchange Regulations, will be revoked.
Argentine Criminal Foreign Exchange Regulations
The Argentine Foreign Exchange Regulations establish that transactions that do not comply with the exchange regulations established by the Argentine Foreign Exchange Regulations will be subject to the Criminal Argentine Foreign Exchange Regulations (Law No. 19,359 and amendments).
For further information on the exchange control restrictions and regulations in force, you should consult your legal advisors and read the applicable rules mentioned in this document, as well as their amendments and complementary regulations, which are available on the website: http://www.infoleg.gob.ar/ or on the BCRA’s website: https://www.bcra.gob.ar/ , as applicable. The information contained in these websites is not part of this annual report and is not deemed to be incorporated herein.
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TAXATION
Mexican Tax Considerations
General
The following summary of the Mexican federal income tax consequences of the purchase, ownership and disposition of our series A shares or ADSs, is based upon the federal tax laws of Mexico as in effect on the date of this annual report, which are subject to change. Mexico has also entered into and is negotiating several tax treaties with other countries, that may have an impact on the tax treatment of the purchase, ownership and disposition of our series A shares or ADSs.
This summary is not a comprehensive discussion of all the tax considerations that may be relevant to a particular investor’s decision to purchase, hold, or dispose of series A shares or ADSs. In particular, this summary is directed only to Non-Mexican Holders that acquired our series A shares or ADS and does not address tax consequences to Holders that are regarded as residents of Mexico for tax purposes, Holders who may be subject to special tax rules, such as tax exempt entities, entities or arrangements that are treated as disregarded for Mexican or other jurisdictions’ income tax purposes, persons or group of persons under the Mexican Securities Market Law that own or are treated as owning, either, 10% or more of our stock by vote or value, or the control of our Company, or persons owning our shares before they were originally registered in the RNV maintained by the CNBV. Moreover, this summary does not address the applicable tax treatment in Mexico for transactions not conducted through an authorized Mexican or international recognized stock markets, nor through registered or protected transactions.
For purposes of this summary, an “ International Holder ” is the holder of our series A shares or ADSs that (i) is not regarded as resident of Mexico under current domestic tax laws, and (ii) is not a non-Mexican resident with a permanent establishment in Mexico for tax purposes.
You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of the series A shares or ADSs, including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws.
This description assumes that you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out about those procedures.
ADSs
In accordance with provisions of the current Administrative Tax Regulations ADSs would be regarded as securities that exclusively represent our series A shares which are registered in the RNV maintained by the CNBV; therefore, should be treated as placed among the investing public at large ( colocadas entre el gran público inversionista .)
Taxation of Dividends
Gross amount of any distribution of cash or property with respect to our series A shares or ADSs that is paid out of our current or accumulated earnings and profits would be subject to a 10% withholding income tax which would be withheld by the Mexican custodian in INDEVAL. Withholding tax would be computed on the Mexican Peso denominated amount distributed as dividend.
Mexican custodians in INDEVAL are obliged to issue tax receipts for taxes withheld on dividend distributions, which should be issued under the name of the depositary in case of ADSs or brokers where International Holders maintain their global accounts to hold our series A shares.
The 10% withholding tax rate may be reduced under certain tax treaties entered by Mexico with other countries, if formal requirements are complied with and disclosure is made to the Mexican custodian by the depositary or the broker with respect to the effective beneficiary of the dividend income. A 5% withholding tax rate may apply for International Holders that are U.S. companies that are resident for tax purposes in the U.S. and that are entitled to access U.S.-Mexico Tax Treaty benefits, to the extent such International Holders that are U.S. companies own 10% or more of the voting shares of the Company.
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Taxation of Dispositions of series A shares or ADSs
The sale or the disposition of series A shares carried out through a Mexican authorized stock exchange market ( e.g ., Bolsa Mexicana de Valores or Bolsa Institucional de Valores ) would be exempt from Mexican income tax, as long as the International Holder furnishes an affidavit to its Mexican financial intermediary, stating, under oath, that it is a resident for tax purposes in a country with which Mexico has an income tax treaty in force and provides its tax identification number; otherwise, the Mexican financial intermediary should withhold 10% tax on the capital gain derived from the transaction.
Considering that our series A shares underlying the ADSs are registered with the RNV, the sale or disposition of ADSs would not be subject to Mexican income tax if (i) the transaction is carried out through NYSE or other recognized markets as defined in the Mexican Federal Tax Code, and (ii) the International Holder is a tax resident of a country with which Mexico has in force a treaty for the avoidance of double taxation.
Deposits and withdrawals of series A shares by International Holders in exchange for ADSs and the surrender of ADRs to the depositary for exchanging ADRs for uncertificated ADSs should not result in the realization of gain or loss for Mexican income tax purposes.
In the event that the sale or the disposition of series A shares were to be carried out other than through a Mexican authorized stock exchange market (e.g., Bolsa Mexicana de Valores or Bolsa Institucional de Valores ) such disposition should be subject to a 25% Mexican income tax on the gross proceeds derived from the transaction which should be directly paid by the International Holder before the Mexican tax authorities within the subsequent 15-business days after the transaction is conducted. Alternatively, if formal requirements are complied with, International Holders could elect to compute its tax liability with the 35% income tax on the capital gain. International Holders that are residents of countries with which Mexico has a tax treaty in force may be entitled to benefits that would reduce or eliminate Mexican taxes imposed on the sale or disposition of series A shares if formal requirements are complied with.
Value Added Tax
Dividend distributions, the purchase and the sale or disposition of the series A shares or ADSs are exempt of Value Added Tax.
Tax impact of the Labor Reform
Mexican tax provisions prohibit the tax deduction of payments related to services companies under the concept of subcontracting or outsourcing, or specialized services from contractors that do not have the authorization from the Mexican Ministry of Labor and Social Welfare. Specialized services cannot (a) include activities equal or similar to the activities performed by the employees of the contracting party, or (b) cover the main economic activity of the contracting party.
Payments or consideration made for the subcontracting of personnel will not be considered as strictly necessary expenses, therefore, they will not be deductible for income tax purposes, nor creditable for value added tax. In addition, the tax provisions disallow any tax effects to the specialized services paid when they are carried out by the provider’s personnel that originally used to be employed by the beneficiary and were transferred by any legal means from the service provider to the beneficiary.
Note that pursuant to the labor reform, for Mexican entities to deduct payments for subcontracting specialized services, and credit the VAT related to such payments, the Mexican entity requires to receive certain documentation from the specialized service provider. Under the terms of the labor reform, the tax authorities may impose fines ranging from approximately US$10,250 to US$20,550 to the specialized service providers that fail to deliver the documentation for each obligation to deliver information not complied with. Furthermore, the labor reform establishes that Mexican entities subcontracting personnel will be joint and severally liable with the contracting party for the employment-related taxes triggered by the employees associated to the services or works rendered.
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Also, using deceptive practices to conceal the provision of subcontracting personnel would constitute tax fraud.
Other Mexican Taxes
There are currently no Mexican estate, gift, stamp, registration, or similar taxes payable with respect to the purchase, ownership or disposition of our series A shares or ADSs. The inheritance of our series A shares or ADSs received by a non-Mexican resident would be subject to income tax at the rate of 25% on the fair-market-value of the series A shares or ADSs inherited.
United States Federal Income Tax Considerations
The following is a summary of material U.S. federal income tax considerations that are likely to be relevant to the purchase, ownership and disposition of our series A shares or ADSs by a U.S. Holder (as defined below).
This summary is based on provisions of the Internal Revenue Code of 1986, as amended (“ Code ”), and regulations, rulings and judicial interpretations thereof, in force as of the date thereof, and the Convention Between the Government of the United States of America and the Government of the United Mexican States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income dated September 18, 1992 (as amended by any subsequent protocols) (“ U.S.-Mexico Tax Treaty ”). Those authorities may be changed at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below.
This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor’s decision to purchase, hold, or dispose of series A shares or ADSs. In particular, this summary is directed only to U.S. Holders that hold series A shares or ADSs as capital assets and does not address tax consequences to U.S. Holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, life insurance companies, tax exempt entities, entities or arrangements that are treated as partnerships for U.S. federal income tax purposes (or partners therein), holders that own or are treated as owning 10% or more of our stock by vote or value, persons holding series A shares or ADSs as part of a hedging or conversion transaction or a straddle, or persons whose functional currency is not the U.S. Dollar. Moreover, this summary does not address state, local or foreign taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of series A shares or ADSs.
For purposes of this summary, a “ U.S. Holder ” is a beneficial owner of series A shares or ADSs that is (1) (a) a citizen or resident of the United States, (b) a U.S. domestic corporation or (c) otherwise subject to U.S. federal income taxation on a net income basis in respect of such series A shares or ADSs and (2) fully eligible for benefits under the U.S.-Mexico Tax Treaty.
You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of the series A shares or ADSs, including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws.
ADSs
In general, if you are a U.S. Holder of ADSs, you will be treated, for U.S. federal income tax purposes, as the beneficial owner of the underlying series A shares that are represented by those ADSs.
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Taxation of Dividends
Subject to the discussion below under “— Passive Foreign Investment Company Status ,” the gross amount of any distribution of cash or property with respect to our series A shares or ADSs (including any amount withheld in respect of Mexican withholding taxes) that is paid out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) will generally be includible in your taxable income as ordinary dividend income on the day on which you receive the dividend, in the case of series A shares, or the date the depositary receives the dividends, in the case of ADSs, and will not be eligible for the dividends-received deduction allowed to corporations under the Code.
We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes.
If you are a U.S. Holder, dividends paid in a currency other than U.S. Dollars generally will be includible in your income in a U.S. Dollar amount calculated by reference to the exchange rate in effect on the day you receive the dividends, in the case of series A shares, or the date the depositary receives the dividends, in the case of series A shares represented by ADSs. Any gain or loss on a subsequent sale, conversion or other disposition of such non-U.S. currency by such U.S. Holder generally will be treated as ordinary income or loss and generally will be income or loss from sources within the United States. A U.S. Holder should consult its own tax advisors regarding the treatment of any foreign currency gain or loss realized with respect to any currency received as a dividend on the series A shares.
The U.S. Dollar amount of dividends received by an individual with respect to the series A shares or ADSs will be subject to taxation at a preferential rate if the dividends are “ qualified dividends .” Subject to certain exceptions for short-term positions, dividends paid on the series A shares or ADSs will be treated as qualified dividends if:
| • |
the series A shares or ADSs are readily tradable on an established securities market in the United States, or we are eligible for the benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of this provision and that includes an exchange of information program; and |
| • |
we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (a “ PFIC ”). |
The ADSs are listed on the NYSE, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. In addition, the U.S. Treasury has determined that the U.S.-Mexico Tax Treaty meets the requirements for reduced rates of taxation, and we believe we are eligible for the benefits of the U.S.-Mexico Tax Treaty. Based on our financial statements and our current expectations regarding the value and nature of our assets and the sources and nature of our income, we do not believe that we were a PFIC for our 2024 or 2023 taxable years, and we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. Holders should consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of their own particular circumstances.
Subject to generally applicable limitations and conditions, Mexican withholding tax on dividends paid at the appropriate rate applicable to the U.S. Holder may be eligible for a credit against such U.S. Holder’s U.S. federal income tax liability. These generally applicable limitations and conditions include requirements adopted by the U.S. Internal Revenue Service (“ IRS ”) in regulations promulgated in December 2021, and any Mexican tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. Holder. In the case of a U.S. Holder that is either (i) eligible for, and properly elects, the benefits of the U.S.-Mexico Tax Treaty, or (ii) consistently elects to apply a modified version of these rules under temporary guidance issued in 2023 and complies with specific requirements set forth in such guidance, the Mexican tax on dividends will be treated as meeting the new requirements and therefore as a creditable tax. In the case of all other U.S. Holders, the application of these requirements to the Mexican tax on dividends is uncertain, and we have not determined whether these requirements have been met. If the Mexican tax on dividends is not a creditable tax for a U.S. Holder or the U.S. Holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. Holder may be able to deduct the Mexican tax in computing such U.S. Holder’s taxable income for U.S. federal income tax purposes. Dividend distributions with respect to our series A shares or ADSs will constitute income from sources without the United States and, for U.S. Holders that elect to claim foreign tax credits, generally will constitute “ passive category income ” for foreign tax credit purposes.
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The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. Holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. Holders should consult their own tax advisors regarding the application of these rules to their particular situations.
U.S. Holders that receive distributions of additional series A shares or ADSs or rights to subscribe for series A shares or ADSs as part of a pro rata distribution to all our shareholders generally will not be subject to U.S. federal income tax in respect of the distributions, unless any holder of our shares or ADSs has the right to receive cash or property instead, in which case the U.S. Holder will generally be treated as if it received cash equal to the fair market value of the distribution.
Taxation of Dispositions of series A shares or ADSs
Subject to the discussion below under “— Passive Foreign Investment Company Status ,” upon a sale, exchange or other disposition of the series A shares or ADSs, U.S. Holders will realize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the U.S. Dollar value of the amount realized on the disposition and the U.S. Holder’s tax basis, determined in U.S. Dollars, in the series A shares or ADSs. Such gain or loss generally will be long-term capital gain or loss if the ADS or series A shares have been held for more than one year. Long-term capital gain realized by a U.S. Holder that is an individual generally is subject to taxation at a preferential rate. The deductibility of capital losses is subject to limitations.
A U.S. Holder generally will not be entitled to credit any Mexican or Argentine tax imposed on the sale or other disposition of the series A shares or ADSs against such U.S. Holder’s U.S. federal income tax liability, except in the case of a U.S. Holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under temporary guidance issued in 2023 and complies with the specific requirements set forth in such guidance. Additionally, capital gain or loss recognized by a U.S. Holder on the sale or other disposition of the series A shares or ADSs generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, even if the withholding tax qualifies as a creditable tax for U.S. foreign tax credit purposes, a U.S. Holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Mexican or Argentine tax is not a creditable tax, the tax would reduce the amount realized on the sale or other disposition of the series A shares or ADSs even if the U.S. Holder has elected to claim a foreign tax credit for other taxes in the same year. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. Holders should consult their own tax advisors regarding the application of the foreign tax credit rules to a sale or other disposition of the series A shares or ADSs and any Mexican or Argentine tax imposed on such sale or disposition.
If a U.S. Holder sells or otherwise disposes of our series A shares or ADSs in exchange for currency other than U.S. Dollars, the amount realized generally will be the U.S. Dollar value of the currency received at the spot rate on the date of sale or other disposition (or, if the shares are traded on an established securities market at such time, in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual basis U.S. Holder that does not elect to determine the amount realized using the spot exchange rate on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. Dollar value of the amount received based on the spot exchange rates in effect on the date of the sale or other disposition and the settlement date. A U.S. Holder will generally have a tax basis in the currency received equal to the U.S. Dollar value of the currency received at the spot rate on the settlement date. Any currency gain or loss realized on the settlement date or the subsequent sale, conversion, or other disposition of the non-U.S. currency received for a different U.S. Dollar amount generally will be U.S.-source ordinary income or loss, and will not be eligible for the reduced tax rate applicable to long-term capital gains. If an accrual basis U.S. Holder makes the election described in the first sentence of this paragraph, it must be applied consistently from year to year and cannot be revoked without the consent of the IRS. A U.S. Holder should consult its own tax advisors regarding the treatment of any foreign currency gain or loss realized with respect to any currency received in a sale or other disposition of the series A shares or ADSs.
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Deposits and withdrawals of series A shares by U.S. Holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.
Passive Foreign Investment Company Status
Special U.S. tax rules apply to investors in companies that are considered to be PFICs. We will be classified as a PFIC in a particular taxable year if, taking into account our proportionate share of the income and assets of our subsidiaries under applicable “ look-through ” rules, either
| • |
75% or more of our gross income for the taxable year is passive income; or |
| • |
the average percentage of the value of our assets that produce or are held for the production of passive income is at least 50%. |
For this purpose, passive income generally includes dividends, interest, gains from certain commodities transactions, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income.
Based on our financial statements and our current expectations regarding the value and nature of our assets and the sources and nature of our income, we do not believe that we were a PFIC for our 2024 or 2023 taxable years, and we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. However, the determination whether we are a PFIC must be made annually based on the facts and circumstances at that time. Accordingly, we cannot be certain that we will not be a PFIC for the current year or future years. If we are classified as a PFIC, you will generally be subject to a special tax at ordinary income tax rates on “ excess distributions ” (generally, any distributions that you receive in a taxable year that are greater than 125% of the average annual distributions that you have received in the preceding three taxable years, or your holding period, if shorter), and gains that you recognize on the disposition of your series A shares or ADSs. Under these rules (a) the excess distributions or gains will be allocated ratably over your holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year. Classification as a PFIC may also have other adverse tax consequences, including, in the case of individuals, the denial of a step-up in the basis of your series A shares or ADSs at death.
If you are a U.S. Holder that owns an equity interest in a PFIC, you generally must annually file IRS Form 8621, and may be required to file other IRS forms. A failure to file one or more of these forms as required may toll the running of the statute of limitations in respect of each of your taxable years for which such form is required to be filed. As a result, the taxable years with respect to which you fail to file the form may remain open to assessment by the IRS indefinitely, until the form is filed.
You should consult your own tax advisor regarding the U.S. federal income tax considerations discussed above and the consequences to you if we are treated as a PFIC.
Foreign Financial Asset Reporting.
Individual U.S. Holders that own “ specified foreign financial assets ” with an aggregate value in excess of US$50,000 on the last day of the taxable year, or US$75,000 at any time during the taxable year, are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “ Specified foreign financial assets ” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in “ specified foreign financial assets ” based on objective criteria. U.S. Holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application of the rules to their particular circumstances.
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Backup Withholding and Information Reporting
Dividends paid on, and proceeds from the sale or other disposition of, the series A shares or ADSs to a U.S. Holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the U.S. Holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS in a timely manner.
A holder that is not a “ United States person ” (as defined in the Code) may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.
Argentine Tax Considerations
The Argentine Income Tax Law (“ ITL ”) imposes a capital gains tax on the sale or, transfer or any other act of disposition by non-Argentine residents of shares or other participations in foreign entities when the following two conditions are simultaneously met: (i) 30% or more of the market value of the shares, stakes, quotas, securities, or other kind of participations that the seller holds in the foreign entity is, at the time of the sale or at any time during the 12 months prior to the sale, derived from attributable to assets located in Argentina owned directly or indirectly by the foreign entity, and (ii) the participation being transferred represents (at the time of the sale or transfer or during the 12 prior months) at least 10% or more of the equity of the foreign entity. In this line, Argentine regulations foresee that, in certain cases, shares sold by related persons must be aggregated for this purpose). The applicable tax rate would generally be 15% (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price to the extent, in both cases, the seller does not reside in non-cooperative jurisdictions, or the invested funds do not come from non- cooperative jurisdictions) of the proportional value that corresponds to the Argentine assets. This tax on indirect transfers only applies to participations in foreign entities acquired after the effective date of the tax reform, in force from January 1, 2018. Additionally, this capital gains tax shall not apply if the transfer is made within the same economic group in the terms established by the regulatory decree of the ITL.
Since our Argentine assets currently represent more than 30% of the value of our total assets on a consolidated basis, a holder that sells or transfers our common shares, acquired after January 1, 2018, could be subject to the Argentine capital gains tax to the extent the mentioned requisites are met.
Argentine holders are encouraged to consult a tax advisor as to the Argentine tax consequences derived from the holding of, and any transactions relating to, the ADSs and series A shares.
DOCUMENTS ON DISPLAY
Any SEC filings we make are available to the public over the Internet at the SEC’s website: www.sec.gov.
ANNUAL REPORT TO SECURITY HOLDERS
Not applicable.
| ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Our activities are exposed to market risk, including the exchange rate risk, the interest rate risk and the price risk. Financial risks are those derived from financial instruments we are exposed to during or at the closing of each fiscal year. Risk management systems and policies are reviewed on a regular basis to reflect changes in market conditions and our activities, with a focus not placed on the individual risks of the business units’ operations, but with a wider perspective focused on monitoring risks affecting the whole portfolio. Financial risk management is controlled by the Financial Department, which identifies, evaluates and covers financial risks. Our risk management strategy seeks to achieve a balance between profitability targets and risk exposure levels.
For further information on our market risks, please see Note 18.6.1.1 to our Audited Financial Statements.
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| ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
American Depositary Shares
The Bank of New York Mellon is the depositary of the ADS program. Each ADS represents one series A share (or a right to receive one series A share) deposited with Banco S3 Caceis México, S.A., Institución de Banca Múltiple, as custodian for the depositary in Mexico. The depositary’s office at which the ADSs will be administered, and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.
ADS holders may be unable to exercise voting rights with respect to the shares underlying the ADSs at our shareholders’ meetings, and preemptive rights may be unavailable to non-Mexican holders of ADSs. Mexican law governs shareholder rights. The depositary will be the holder of the series A shares underlying the ADSs. Registered holders of ADSs, have ADS holder rights. A deposit agreement among us, the depositary, ADS holders, and all other persons indirectly holding or beneficially owning ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs. To exercise any shareholder rights directly, ADSs holders need to surrender their ADSs to become a direct shareholder.
Depositary Fees and Expenses
|
Persons depositing or withdrawing shares or ADS holders must pay: |
For: |
|
| US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) |
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates |
|
| US$0.05 (or less) per ADS | Any cash distribution to ADS holders | |
| A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders | |
| US$0.05 (or less) per ADS per calendar year | Depositary services | |
| Registration or transfer fees | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
| Expenses of the depositary |
Cable and facsimile transmissions (when expressly provided in the deposit agreement)
Converting foreign currency to U.S. Dollars |
|
| Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | As necessary | |
| Any charges incurred by the depositary or its agents for servicing the deposited securities | As necessary | |
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by
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deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. For the year ended December 31, 2024, the depositary reimbursed us a gross amount of US$50,000 in connection with the ADS program.
In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.
The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.
You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. We, the depositary bank and the custodian may withhold or deduct from any distribution the taxes and governmental charges payable by holders and the depositary may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.
The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.
| ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
None.
| ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
None.
| ITEM 15. |
CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
We have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2024.
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There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, we, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that as of December 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer, and monitored by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with IFRS as issued by the IASB, and it includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions, dispositions of our assets, and treasury policies; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures are being made only in accordance with authorization of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, effective control over financial reporting cannot, and does not, provide absolute assurance of achieving our control objectives. Also, projection of any evaluation of the effectiveness of the internal controls to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
As of the year ended December 31, 2024, our management conducted an assessment of the effectiveness of our internal control over financial reporting in accordance with the criteria established in the publication “ Internal Control – Integrated Framework (2013), ” issued by the Committee of the Sponsoring Organizations of the Treadway Commission, as well as the rules set by the SEC in its Final Rule “ Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports .”
Based on the assessment performed, management concluded that our internal control over financial reporting was effective as of the end of the period covered by this annual report.
Attestation report of the registered public accounting firm
Reference is made to the report of EY Argentina (as defined below) on page F-3 of this annual report.
Changes in internal control over financial reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
During 2024, the Company completed the fifth year of implementation of specific standards for the SOX and performed a management assessment over internal control.
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ITEM 16.
|
RESERVED
|
|
ITEM 16A.
|
AUDIT COMMITTEE FINANCIAL EXPERT
|
|
ITEM 16B.
|
CODE OF ETHICS
|
|
ITEM 16C.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
2024
|
2023
|
|||||||
|
(in thousands of US$)
|
||||||||
|
Audit fees
|
1,249 | 851 | ||||||
|
Audit- related fees
|
17 | 49 | ||||||
|
Tax fees
|
298 | 290 | ||||||
|
|
|
|
|
|||||
|
Total fees
|
1,564 | 1,190 | ||||||
|
ITEM 16D.
|
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
|
ITEM 16E.
|
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
|
Period
|
|
Total Number of
Shares Purchased |
|
|
Average Price
Paid per Share |
|
|
Total Number of Shares
Purchased as Part of Publicly Announced Plans or Programs |
|
|
Maximum Approximate
Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
|
||||
|
January 2024
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
February 2024
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
March 2024
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
April 2024
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
May 2024 (from 5/6 to 5/23)
(1)
|
|
|
1,062,355
|
|
|
|
47.05
|
|
|
|
1,062,355
|
|
|
$
|
0
|
|
|
June 2024
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
July 2024
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
August 2024 (from 8/8 to 8/30)
(2)
|
|
|
933,843
|
|
|
|
44.82
|
|
|
|
933,843
|
|
|
$
|
4,333,649
|
|
|
September 2024 (on 9/3)
(2)
|
|
|
85,000
|
|
|
|
49.38
|
|
|
|
1,018,843
|
|
|
$
|
0
|
|
|
October 2024
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
November 2024
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
December 2024
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1)
|
On April 24, 2023, at the Annual Ordinary and Extraordinary General Shareholders’ Meeting, the Company’s shareholders approved a US$50 million share repurchase reserve to acquire the Company’s own shares. As of December 31, 2024, the share repurchase reserve had been executed in full.
|
|
|
(2)
|
On August 6, 2024, at the Ordinary General Shareholders’ Meeting, the Company’s shareholders approved a US$50 million share repurchase reserve to acquire the Company’s own shares. As of December 31, 2024, the share repurchase reserve had been executed in full.
|
|
ITEM 16F.
|
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
|
ITEM 16G.
|
CORPORATE GOVERNANCE
|
|
Section
|
|
NYSE Corporate Governance Rules
|
|
Mexican Corporate Governance Rules
|
|
303A.01
|
|
A listed company must have a majority of independent directors. “
Controlled companies
|
|
A listed company must have at least 25% of independent directors. All listed companies must comply with this requirement.
|
|
303A.02
|
|
No director qualifies as “
independent
case-by-case
|
|
The shareholder’s meeting of a listed company in which a director is appointed or ratified, or where such appointment or ratification is informed, must affirmatively determine whether such director qualifies as independent. Under the Mexican Securities Market Law (i) shareholders that individually or as a group control the listed company, (ii) officers, employees or examiners of the listed company or its affiliates; (iii) individuals with significant influence or command authority (as defined below) over the listed company or its affiliates, among other persons, cannot be appointed as independent directors. There is test with respect to independence from the management as such.
|
|
303A.03
|
|
The
non-management
directors of a listed company must meet at regularly scheduled executive sessions without management.
|
|
There is no such requirement.
|
|
303A.04
|
|
A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “
Controlled companies
|
|
A listed company must have a corporate governance committee with at least three members appointed by the board of directors and which members must all be independent. The corporate governance committee of a listed company that is controlled by a person or group maintaining 50% or more of its outstanding capital stock may be formed by a majority of independent members.
|
|
303A.05
|
|
A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “
Controlled companies
|
|
There is no such requirement.
|
|
303A.06
|
|
A listed company must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of
Rule 10A-3,
with a written charter that covers certain minimum specified duties.
|
|
A listed company must have an audit committee with at least three members appointed by the board of directors and which members must all be independent. The minimum duties of this committee are set forth in the Mexican Securities Market Law, which include, among other things, supervising external auditors, discuss yearly financial statements and, when applicable, recommend their approval, informing the board of directors of existing internal controls and irregularities that it encounters, investigate breaches of operating policies internal control and internal audit systems and supervise the activities of the chief executive officer.
|
|
|
As a foreign private issuer, we are required to comply with Section 303A.06, other than the requirement to have a minimum of three members on our audit committee.
|
|
||
|
Section
|
|
NYSE Corporate Governance Rules
|
|
Mexican Corporate Governance Rules
|
|
303A.08
|
|
Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules.
|
|
Stock options plans for employees and pensions plans of a listed company and its affiliates, and similar structures, must be approved by the shareholders’ meeting of the listed company. Such plan must provide for a general and equivalent treatment to all employees in similar situations.
|
|
303A.09
|
|
A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects.
|
|
The
by-laws
of a listed company must comply with the corporate governance provided for in the Mexican Securities Market Law.
|
|
303A.10
|
|
A listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.
|
|
A company listed in the Mexican Stock Exchange must adopt the code of ethics issued by the board of directors of such exchange and represent its knowledge of the best corporate practices code.
|
|
303A.12
|
|
(a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards.
|
|
There is no such requirement.
|
|
|
(b) Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any
non-compliance
with any applicable provisions of this Section 303A.
|
|
There is no such requirement.
|
|
|
|
(c) Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE.
|
|
The secretary of the board of directors of a company listed in the Mexican Stock Exchange must disclose, at least once a year, the obligations, liabilities and recommendations resulting from the code of ethics, the best corporate practices code and the rules issued by the Mexican Stock Exchange to the directors of a listed company.
|
|
|
|
As a foreign private issuer, we are required to comply with Section 303A.12.
|
|
||
|
ITEM 16H.
|
MINE SAFETY DISCLOSURE
|
|
ITEM 16I.
|
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
|
ITEM 16J.
|
INSIDER TRADING POLICIES
|
|
|
|
|
|
ITEM 16K.
|
CYBERSECURITY
|
|
|
•
|
|
|
|
|
•
|
|
top-tier
third-party consultant.
|
|
|
•
|
|
As part of our management process, the committee receives quarterly reports on the following key performance indicators:
|
|
|
•
|
|
NIST Maturity Score;
|
|
|
•
|
|
Number of critical incidents that occurred during the period;
|
|
|
•
|
|
Distribution of cybersecurity monitoring alerts within the period;
|
|
|
•
|
|
Number of critical risk scenarios identified with a level 1 post-mitigation rating (highest impact and probability of occurrence);
|
|
|
•
|
|
Percentage of employees who completed mandatory cybersecurity training; and
|
|
|
•
|
|
Average results of controlled phishing exercises.
|
|
|
•
|
|
The Company’s cybersecurity and information security strategy is based on comprehensive risk assessment, mitigation, and resilience readiness. This is achieved through a threat intelligence-driven approach, application controls, and reinforced ransomware defense mechanisms. The framework follows several international standards, including NIST Special Publication
800-53
for general IT controls, ISA/IEC standards for industrial automation, the NIST Cybersecurity Framework for evaluating overall readiness, and SOX for assessing internal controls.
|
|
|
•
|
|
We have implemented a Cybersecurity Policy and Standards, which serve as a comprehensive framework for our cybersecurity rules, technical standards, and procedures. This document is aligned with our corporate operating management system and establishes guidelines for developing, implementing, and enhancing procedures to protect information from unauthorized access and misuse, ensure the availability of critical systems, and maintain data protection and integrity. This policy is the cornerstone of our information security management system and an integral part of our cybersecurity governance framework.
|
|
|
•
|
|
We maintain a comprehensive process for assessing, identifying, and managing material risks from cybersecurity threats, including risks related to business operations disruption, financial reporting systems, intellectual property theft, fraud, extortion, harm to employees or customers, violation of privacy laws, litigation and legal risks, and reputational risks.
|
|
|
•
|
|
Risk assessments are conducted on an ongoing basis. The likelihood and impact of each risk are determined using a qualitative risk assessment methodology. Risks are identified from various sources, including vulnerability scans and penetration tests. We monitor our infrastructure and applications to detect evolving cyber threats and possible intrusions. The assessment results are reported quarterly to Company management through our cybersecurity risk matrix in accordance with the established cybersecurity governance model.
|
|
|
•
|
|
Third-party risk management is integral to our approach, involving rigorous due diligence and continuous monitoring of our vendors and partners to ensure alignment with our cybersecurity standards.
|
|
|
•
|
|
This function is built on advanced security technologies and is managed by a team of experts with significant experience in cybersecurity best practices.
|
|
|
•
|
|
The Company employs comprehensive policies, software, training programs, and hardware solutions to safeguard and monitor its environment. These measures include multifactor authentication for all critical systems, firewalls, intrusion detection and prevention systems, and vulnerability and identity management systems.
|
|
|
•
|
|
Our platform incorporates a suite of technologies, including encryption, antivirus, multi-factor authentication, firewalls, and patch management. These technologies are designed to protect and maintain the integrity of systems and computers across our organization.
|
|
|
•
|
|
Our Cybersecurity team regularly tests security controls through penetration testing, vulnerability scanning, and attack simulation activities.
|
|
|
•
|
|
The Cybersecurity team conducts annual information security awareness training for all employees, performs internal phishing tests, provides targeted training for employees who click on phishing attempts, mandates security training for new hires, and publishes cybersecurity newsletters to address emerging or urgent security threats.
|
|
|
•
|
|
We have a Cybersecurity Incident Response Plan that outlines the procedures for handling cybersecurity incidents based on their severity and ensures cross-functional coordination. Additionally, we have established a Cybersecurity Detection and Response team to provide real-time enterprise visibility into cyber incidents.
|
|
|
•
|
|
Our business strategy, operational results, and financial condition have not been significantly impacted by cybersecurity threats or past incidents. However, we cannot guarantee that they will remain unaffected by such risks or future significant incidents. Over the past four fiscal years, we have not experienced any significant information security breaches, and expenses incurred from minor breaches have been insignificant. This includes penalties and settlements, of which there have been none.
|
|
|
•
|
|
The Company conducts cybersecurity tabletop and crisis management exercises facilitated by an independent third party to simulate breach and other information security scenarios. The facilitator poses questions to participants and provides insights into typical responses from other companies in similar situations. These exercises help assess and enhance response strategies, improving practices, procedures, and technologies.
|
|
190
|
Table of Contents
| ITEM 17. |
FINANCIAL STATEMENTS |
Not applicable.
| ITEM 18. |
FINANCIAL STATEMENTS |
Our Audited Financial Statements are included in this annual report beginning on page F-1.
| ITEM 19. |
EXHIBITS |
Documents filed as exhibits to this annual report:
191
Table of Contents
192
Table of Contents
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Vista Energy, S.A.B. de C.V. | ||
| By: | /s/ Miguel Galuccio | |
| Name: Miguel Galuccio | ||
| Title: Chief Executive Officer | ||
| By: | /s/ Pablo Manuel Vera Pinto | |
| Name: Pablo Manuel Vera Pinto | ||
| Title: Chief Financial Officer |
Date: April 9, 2025
193
Table of Contents
|
Page
|
||||
|
Consolidated financial statements as of December 31, 2024, and 2023 and for the years ended December 31, 2024, 2023 and 2022
|
||||
|
F-2
|
||||
|
F-5
|
||||
|
F-6
|
||||
|
F-7
|
||||
|
F-10
|
||||
|
F-12
|
||||
|
Auditor Data Elements
|
December 31, 2024 and 20
2
3
|
December 31, 2022
|
||
|
Auditor Name
|
Asociados S.A. (member of Ernst & Young Global Limited) |
(member of Ernst & Young Global Limited) |
||
|
Auditor Location
|
Argentina |
Mexico |
||
|
Auditor Firm ID
|
0
|
0
|
||
|
Impact of estimated proved oil and gas reserves on the depreciation of Oil and Gas Properties and Production Wells and Facilities
|
||
|
Description of the matter
|
As described in Note 13 to the consolidated financial statements, at December 31, 2024, Oil and Gas Properties and Production Wells and Facilities was $2,485,056 thousand and had an associated depreciation expense for 2024 of $415,963 thousand. As described in Note 3.2.5, depreciation of those assets is calculated using the
unit-of-production
Proved oil and gas reserves are those quantities of natural gas, crude oil, and natural gas liquid which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. Judgment is required by the independent reserves engineering consultant in evaluating geological and engineering data when estimating oil and gas reserves. Estimating reserves also requires the selection and evaluation of inputs, including historical production, oil and gas price assumptions, and future operating and capital cost assumptions, among others.
Auditing the Company’s depreciation calculation is complex because of the use of the work of the independent reserves engineering consultant and the evaluation of management’s determination of the inputs described above used by the independent reserves engineering consultant in estimating proved oil and gas reserves.
|
|
|
How We Addressed the Matter in our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its process to calculate the depreciation, including management’s controls over the completeness and accuracy of the financial data provided to the independent reserves engineering consultant for use in estimating proved oil and gas reserves.
Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the independent reserves engineering consultant and management’s qualified person responsible for overseeing the preparation of the proved oil and gas reserve estimates. In addition, we evaluated the completeness and accuracy of the financial inputs described above used by the independent reserves engineering consultant in estimating proved oil and gas reserves by agreeing them to source documentation, and we identified and evaluated corroborative and contrary evidence. We also tested the mathematical accuracy of the depreciation calculation, including comparing the proved oil and gas reserves amounts used in the calculation to the certified reserve report prepared by the independent reserves engineering consultant.
|
|
|
Notes
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
|||||||||||||
|
Revenue from contracts with customers
|
|
5
|
|
|
|
|
||||||||||
|
Cost of sales:
|
||||||||||||||||
|
Operating costs
|
|
6.1
|
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Crude oil stock fluctuation
|
|
6.2
|
|
|
(
|
) |
(
|
) | ||||||||
|
Royalties and others
|
|
6.3
|
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Depreciation, depletion and amortization
|
|
13/14/15
|
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Other
non-cash
costs related to the transfer of conventional assets
|
|
3.2.7
|
|
(
|
) |
(
|
) |
|
||||||||
|
|
|
|
|
|
|
|||||||||||
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|||||||||||
|
Selling expenses
|
|
7
|
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
General and administrative expenses
|
|
8
|
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Exploration expenses
|
|
9
|
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Other operating income
|
|
10.1
|
|
|
|
|
||||||||||
|
Other operating expenses
|
|
10.2
|
|
(
|
) |
|
(
|
) | ||||||||
|
Reversal (impairment) of long- lived assets
|
|
3.2.2
|
|
|
(
|
) |
|
|||||||||
|
|
|
|
|
|
|
|||||||||||
|
Operating profit
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|||||||||||
|
Interest income
|
|
11.1
|
|
|
|
|
||||||||||
|
Interest expense
|
|
11.2
|
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Other financial income (expense)
|
|
11.3
|
|
|
(
|
) |
(
|
) | ||||||||
|
|
|
|
|
|
|
|||||||||||
|
Financial income (expense), net
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
|
|
|
|
|
|
|||||||||||
|
Profit before income tax
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|||||||||||
|
Current income tax (expense)
|
|
16
|
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Deferred income tax benefit (expense)
|
|
16
|
|
|
(
|
) |
(
|
) | ||||||||
|
|
|
|
|
|
|
|||||||||||
|
Income tax (expense)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
|
|
|
|
|
|
|||||||||||
|
Profit for the year, net
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|||||||||||
|
Other comprehensive income
|
||||||||||||||||
|
Other comprehensive income that shall not be reclassified to profit (loss) in subsequent years
|
||||||||||||||||
|
- (Loss) profit from actuarial remeasurement related to employee benefits
|
|
23
|
|
(
|
) |
|
(
|
) | ||||||||
|
- Deferred income tax benefit (expense)
|
|
16
|
|
|
(
|
) |
|
|||||||||
|
|
|
|
|
|
|
|||||||||||
|
Other comprehensive income for the year
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||||
|
|
|
|
|
|
|
|||||||||||
|
Total comprehensive profit for the year
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|||||||||||
|
Earnings per share
|
||||||||||||||||
|
Basic (in US Dollars per share)
|
|
12
|
|
|
|
|
|
|
|
|
|
|
||||
|
Diluted (in US Dollars per share)
|
|
12
|
|
|
|
|
|
|
|
|
|
|
||||
|
Notes
|
As of December 31,
2024 |
As of December 31,
2023 |
||||||||
|
Assets
|
||||||||||
|
Noncurrent assets
|
||||||||||
|
Property, plant and equipment
|
13
|
|
|
|||||||
|
Goodwill
|
14
|
|
|
|||||||
|
Other intangible assets
|
14
|
|
|
|||||||
|
Right-of-use
|
15
|
|
|
|||||||
|
Biological assets
|
2.4.17
|
|
— | |||||||
|
Investments in associates
|
2.4.16
|
|
|
|||||||
|
Trade and other receivables
|
17
|
|
|
|||||||
|
Deferred income tax assets
|
16
|
|
|
|||||||
|
|
|
|
|
|||||||
|
Total noncurrent assets
|
|
|
|
|
|
|
||||
|
|
|
|
|
|||||||
|
Current assets
|
||||||||||
|
Inventories
|
19
|
|
|
|||||||
|
Trade and other receivables
|
17
|
|
|
|||||||
|
Cash, bank balances and other short-term investments
|
20
|
|
|
|||||||
|
|
|
|
|
|||||||
|
Total current assets
|
|
|
|
|
|
|
||||
|
|
|
|
|
|||||||
|
Total assets
|
|
|
|
|
|
|
||||
|
|
|
|
|
|||||||
|
Equity and liabilities
|
||||||||||
|
Equity
|
||||||||||
|
Capital stock
|
21.1
|
|
|
|||||||
|
Other equity instruments
|
21.1
|
|
|
|||||||
|
Legal reserve
|
21.2
|
|
|
|||||||
|
Share-based payments
|
|
|
||||||||
|
Share repurchase reserve
|
21.2
|
|
|
|||||||
|
Other accumulated comprehensive income (losses)
|
(
|
) |
(
|
) | ||||||
|
Accumulated profit (losses)
|
|
|
||||||||
|
|
|
|
|
|||||||
|
Total equity
|
|
|
|
|
|
|
||||
|
|
|
|
|
|||||||
|
Liabilities
|
||||||||||
|
Noncurrent liabilities
|
||||||||||
|
Deferred income tax liabilities
|
16
|
|
|
|||||||
|
Lease liabilities
|
15
|
|
|
|||||||
|
Provisions
|
22
|
|
|
|||||||
|
Borrowings
|
18.1
|
|
|
|||||||
|
Employee benefits
|
23
|
|
|
|||||||
|
|
|
|
|
|||||||
|
Total noncurrent liabilities
|
|
|
|
|
|
|
||||
|
|
|
|
|
|||||||
|
Current liabilities
|
||||||||||
|
Provisions
|
22
|
|
|
|||||||
|
Lease liabilities
|
15
|
|
|
|||||||
|
Borrowings
|
18.1
|
|
|
|||||||
|
Salaries and payroll taxes
|
24
|
|
|
|||||||
|
Income tax liability
|
16
|
|
|
|||||||
|
Other taxes and royalties
|
25
|
|
|
|||||||
|
Trade and other payables
|
26
|
|
|
|||||||
|
|
|
|
|
|||||||
|
Total current liabilities
|
|
|
|
|
|
|
||||
|
|
|
|
|
|||||||
|
Total liabilities
|
|
|
|
|
|
|
||||
|
|
|
|
|
|||||||
|
Total equity and liabilities
|
|
|
|
|
|
|
||||
|
|
|
|
|
|||||||
|
Capital stock
|
Other equity
instruments |
Legal
reserve |
Share-based
payments |
Share
repurchase reserve |
Other
accumulated comprehensive income (losses) |
Accumulated
profit (losses) |
Total
equity |
|||||||||||||||||||||||||
|
Amounts as of December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Profit for the year, net
|
— | — | — | — | — | — |
|
|
|
|
||||||||||||||||||||||
|
Other comprehensive income for the year
|
— | — | — | — | — |
(
|
) | — |
|
(
|
)
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary General Shareholders’ meeting on August
6, 2024
(1)
:
|
||||||||||||||||||||||||||||||||
|
Creation of share repurchase
reserve |
— | — | — | — |
|
— |
(
|
) |
|
—
|
|
|||||||||||||||||||||
|
Board of Directors’ meeting on December
5, 2024
(2)
:
|
||||||||||||||||||||||||||||||||
|
Reduction of capital stock
|
(
|
) | — | — | — | — | — |
|
|
—
|
|
|||||||||||||||||||||
|
Share repurchase
(2)
|
(
|
) | — | — | — | — | — | — |
|
(
|
)
|
|||||||||||||||||||||
|
Share-based payments
|
|
— | — |
|
(3)
|
— | — | — |
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Amounts as of December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
(1)
|
See Note 21.2.
|
|
(2)
|
See Note 21.1.
|
|
(3)
|
Including
|
|
Capital stock
|
Other equity
instruments |
Legal
reserve |
Share-based
payments |
Share
repurchase reserve |
Other
accumulated comprehensive income (losses) |
Accumulated
profit (losses) |
Total
equity |
|||||||||||||||||||||||||
|
Amounts as of December 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Profit for the year, net
|
— | — | — | — | — | — |
|
|
|
|
||||||||||||||||||||||
|
Other comprehensive income for the year
|
— | — | — | — | — |
|
— |
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary and Extraordinary General Shareholders’ meeting on April 24, 2023
(1)
:
|
||||||||||||||||||||||||||||||||
|
Creation of legal reserve
|
— | — |
|
— | — | — |
(
|
) |
|
—
|
|
|||||||||||||||||||||
|
Creation of share repurchase
reserve |
— | — | — | — |
|
— |
(
|
) |
|
—
|
|
|||||||||||||||||||||
|
Share-based payments
|
|
— | — |
|
(2)
|
— | — | — |
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Amounts as of December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
(1)
|
See Note 21.2.
|
|
(2)
|
Including
|
|
Capital stock
|
Other equity
instruments |
Legal
reserve |
Share-based
payments |
Share
repurchase reserve |
Other
accumulated comprehensive income (losses) |
Accumulated
profit (losses) |
Total
equity |
|||||||||||||||||||||||||
|
Amounts as of December 31, 2021
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Profit for the year, net
|
— | — | — | — | — | — |
|
|
|
|
||||||||||||||||||||||
|
Other comprehensive income for the year
|
— | — | — | — | — |
(
|
) | — |
|
(
|
)
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary and Extraordinary General Shareholders’ meeting on April
26, 2022
:
|
||||||||||||||||||||||||||||||||
|
Creation of legal reserve
|
— | — |
|
— | — | — |
(
|
) | — | |||||||||||||||||||||||
|
Creation of share repurchase reserve
|
— | — | — | — |
|
— |
(
|
) | — | |||||||||||||||||||||||
|
Board of Directors’ meeting on September
27, 2022
(
1
)
:
|
||||||||||||||||||||||||||||||||
|
Reduction of capital stock
|
(
|
) | — | — | — | — | — |
|
— | |||||||||||||||||||||||
|
Warrant Holders’ meeting on October 4, 2022:
|
||||||||||||||||||||||||||||||||
|
Cashless exercises of warrants
|
— |
|
(
2
)
|
— | — | — | — | — |
|
|
|
|||||||||||||||||||||
|
Ordinary and General Shareholders’ meeting on December
7, 2022
:
|
||||||||||||||||||||||||||||||||
|
Creation of legal reserve
|
— | — |
|
— | — | — |
(
|
) | — | |||||||||||||||||||||||
|
Creation of share repurchase reserve
|
— | — | — | — |
|
— |
(
|
) | — | |||||||||||||||||||||||
|
Share repurchase
(
1
)
|
(
|
) | — | — | — | — | — | — |
|
(
|
)
|
|||||||||||||||||||||
|
Share-based payments
|
|
— | — |
|
(
3
)
|
— | — | — |
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Amounts as of December 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
(1)
|
See Note 21.1.
|
|
(
2
)
|
Including
|
|
(
3
)
|
Including
|
|
Notes
|
Year ended
December 31,
2024
|
Year ended
December 31,
2023
|
Year ended
December 31,
2022
|
|||||||||||||
|
Cash flows from operating activities:
|
||||||||||||||||
|
Profit for the year, net
|
|
|
|
|||||||||||||
|
Adjustments to reconcile net cash flows
|
||||||||||||||||
|
Items related to operating activities:
|
||||||||||||||||
|
Other
non-cash
costs related to the transfer of conventional assets
|
|
3
.2.
7
|
|
|
|
— | ||||||||||
|
Share-based payments
|
|
8
|
|
|
|
|
||||||||||
|
Net increase (decrease) in provisions
|
|
10.2
|
|
|
(
|
) |
|
|||||||||
|
Net changes in foreign exchange rate
|
|
11.3
|
|
|
(
|
) |
(
|
) | ||||||||
|
Discount of assets and liabilities at present value
|
|
11.3
|
|
(
|
) |
(
|
) |
|
||||||||
|
Discount for well plugging and abandonment
|
|
11.3
|
|
|
|
|
||||||||||
|
Income tax expense
|
|
16
|
|
|
|
|
||||||||||
|
Employee benefits
|
|
23
|
|
|
|
|
||||||||||
|
(Reversal of) allowance for expected credit losses
|
|
7 / 17
|
|
— | — |
(
|
) | |||||||||
|
Items related to investing activities:
|
||||||||||||||||
|
Gain related to the transfer of conventional assets
|
|
3.2.7 /
10.1
|
|
— |
(
|
) | — | |||||||||
|
(Reversal) impairment of long-lived assets
|
|
3.2.2
|
|
(
|
) |
|
— | |||||||||
|
Gain from farmout agreement
|
|
10.1
|
|
— |
(
|
) |
(
|
) | ||||||||
|
Interest income
|
|
11.1
|
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Changes in the fair value of financial assets
|
|
11.3
|
|
(
|
) |
(
|
) |
|
||||||||
|
Depreciation and depletion
|
|
13/15
|
|
|
|
|
||||||||||
|
Amortization of intangible assets
|
|
14
|
|
|
|
|
||||||||||
|
Items related to financing activities:
|
||||||||||||||||
|
Interest expense
|
|
11.2
|
|
|
|
|
||||||||||
|
Amortized cost
|
|
11.3
|
|
|
|
|
||||||||||
|
Interest expense on lease liabilities
|
|
11.3
|
|
|
|
|
||||||||||
|
Remeasurement in borrowings
|
|
11.3
|
|
— |
|
|
||||||||||
|
Other financial income (expense)
|
|
11.3
|
|
(
|
) |
|
(
|
) | ||||||||
|
Changes in the fair value of warrants
|
|
11.3
|
|
— | — |
|
||||||||||
|
Changes in working capital:
|
||||||||||||||||
|
Trade and other receivables
|
(
|
) |
(
|
) |
(
|
) | ||||||||||
|
Inventories
|
|
6.2
|
|
(
|
) |
|
|
|||||||||
|
Trade and other payables
|
|
|
|
|||||||||||||
|
Payments of employee benefits
|
|
23
|
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Salaries and payroll taxes
|
(
|
) |
(
|
) |
|
|||||||||||
|
Other taxes and royalties
|
(
|
) |
(
|
) |
(
|
) | ||||||||||
|
Provisions
|
|
(
|
) |
(
|
) | |||||||||||
|
Income tax payment
|
(
|
) |
(
|
) |
(
|
) | ||||||||||
|
|
|
|
|
|
|
|||||||||||
|
Net cash flows provided by operating activities
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|||||||||||
|
Notes
|
Year ended
December 31,
2024
|
Year ended
December 31,
2023
|
Year ended
December 31,
2022
|
|||||||||||
|
Cash flows from investing activities:
|
||||||||||||||
|
Payments for acquisitions of property, plant and equipment and biological assets
|
(
|
) |
(
|
) |
(
|
) | ||||||||
|
Proceeds from the transfer of conventional assets
|
3.2.7
|
|
|
— | ||||||||||
|
Payments for acquisitions of other intangible assets
|
14
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Payments for acquisitions of investments in associates
|
(
|
) |
(
|
) |
(
|
) | ||||||||
|
Interest received
|
11.1
|
|
|
|
||||||||||
|
Proceeds from farmout agreement
|
10.1
|
— |
|
|
||||||||||
|
Prepayment of leases
|
17
|
— |
(
|
) | — | |||||||||
|
Payments for the acquisition of AFBN assets
|
29.2.5
|
— |
(
|
) |
(
|
) | ||||||||
|
|
|
|
|
|
|
|||||||||
|
Net cash flows (used in) investing activities
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
|
|
|
|
|
|
|
|||||||||
|
Cash flows from financing activities:
|
||||||||||||||
|
Proceeds from borrowings
|
18.2
|
|
|
|
||||||||||
|
Payment of borrowings principal
|
18.2
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Payment of borrowings interest
|
18.2
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Payment of borrowings cost
|
18.2
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Payment of lease
|
15
|
(
|
) |
(
|
) |
(
|
) | |||||||
|
Share repurchase
|
21.1
|
(
|
) | — |
(
|
) | ||||||||
|
Proceeds from (payments of) other financial
results
|
11.3
|
|
(
|
) | — | |||||||||
|
|
|
|
|
|
|
|||||||||
|
Net cash flows provided by (used in) financing activities
|
|
|
|
|
|
|
|
(
|
)
|
|||||
|
|
|
|
|
|
|
|||||||||
|
Net increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
|
|
(
|
)
|
|||||
|
Cash and cash equivalents at beginning of year
|
20
|
|
|
|
||||||||||
|
Effect of exposure to changes in the foreign currency rate and other financial results of cash and cash equivalents
|
(
|
) |
(
|
) |
(
|
) | ||||||||
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(
|
) | ||||||||||
|
|
|
|
|
|
|
|||||||||
|
Cash and cash equivalents at end of year
|
20
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|||||||||
|
Significant transactions that generated no cash flows
|
||||||||||||||
|
Acquisition of property, plant and equipment through increase in trade and other payables
|
|
|
|
|||||||||||
|
Changes in well plugging and abandonment with an impact in property, plant and equipment
|
13 / 22.1
|
|
(
|
) |
(
|
) | ||||||||
|
Disposal for transfer of conventional assets through increase in trade and other receivables
|
3.2.7
|
— |
(
|
) | — | |||||||||
| (i) |
Acquiring, by any legal means, all kinds of assets, shares, interests in companies, equity interests or interests in all types of companies, either profit-making or nonprofit entities, associations, business corporations, trusts or other entities operating in the energy sector, in Mexico or in another country, or in any other industry;
|
| (ii) |
Participating as a partner, shareholder or investor in all types of businesses or profit-making or nonprofit entities, associations, trusts, in Mexico or in another country, or of any other nature;
|
| (iii) |
Issuing and placing shares representing its capital stock, either through public or private offerings, in domestic or foreign securities markets;
|
| (iv) |
Issuing and placing warrants, either through public or private offerings, in relation to shares representing their capital stock or other types of securities, in domestic or foreign securities markets, and
|
| (v) |
Issuing or placing negotiable instruments, debt instruments or other guarantees, either through public or private offerings, in domestic or foreign securities markets.
|
| (i) |
|
| - |
25 de Mayo - Medanito S.E., located in the Province of Río Negro and maturing in 2036 (Note 28.5);
|
| - |
Jagüel de los Machos, located in the Province of Río Negro and maturing in 2035 (Note 28.5);
|
| - |
Entre Lomas Neuquén and Entre Lomas Río Negro, maturing in 2026 and 2036, respectively (Note 28.5);
|
| - |
Jarilla Quemada (in Agua Amarga area); located in the Province of Río Negro and maturing in 2040; and
|
| - |
Charco del Palenque (in Agua Amarga area) located in the Province of Río Negro and maturing in 2034.
|
| (ii) |
|
| - |
Bajada del Palo Oeste and Bajada del Palo Este, located in the Province of Neuquen, both maturing in 2053;
|
| - |
Aguada Federal and Bandurria Norte, located in the Province of Neuquen, both maturing in 2050.
|
| (iii) |
|
| (iv) |
|
| (v) |
|
| (i) |
CS-01
area (operated), located in Tabasco, and maturing in 2047.
|
| (i) |
|
| (ii) |
|
| (iii) |
|
| (iv) |
|
| (v) |
|
| (i) |
What is meant by a right to defer settlement;
|
| (ii) |
That a right to defer must exist at the end of the reporting period;
|
| (iii) |
That classification is unaffected by the likelihood that an entity will exercise its deferral right and;
|
| (iv) |
That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification.
|
| (i) |
Power over the entity;
|
| (ii) |
Exposure or rights to variable returns from its involvement with the entity; and
|
| (iii) |
The ability use its power over the entity to affect the amount of the investor’s returns.
|
| (i) |
The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
|
| (ii) |
potential voting rights held by the Company, other vote holders or other parties;
|
| (iii) |
rights arising from other contractual arrangements; and
|
| (iv) |
any additional facts and circumstances that indicate the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meeting.
|
|
Subsidiary name
|
Equity interest
|
Place of
business |
Main activity
|
|||||||||||||||
|
December 31,
2024
|
December 31,
2023
|
December 31,
2022
|
||||||||||||||||
|
Vista Energy Holding I, S.A. de C.V. (“Vista Holding I”)
|
|
% |
|
% |
|
% |
|
|
||||||||||
|
Vista Energy Holding II, S.A. de C.V. (“Vista Holding II”)
|
|
% |
|
% |
|
% |
|
(1)
|
||||||||||
|
Vista Energy Holding III, S.A. de C.V.
|
|
% |
|
% |
|
% |
|
|
||||||||||
|
Vista Energy Holding IV, S.A. de C.V.
|
|
% |
|
% |
|
% |
|
|
||||||||||
|
Vista Oil & Gas Holding V B.V.
|
|
% |
|
% |
|
% |
|
|
||||||||||
|
Vista Holding VII S.A.U.
(2) (4)
|
|
% |
|
% |
|
% |
|
|
||||||||||
|
Vista Argentina
(4)
|
|
% |
|
% |
|
% |
|
(1)
|
||||||||||
|
Aleph Midstream S.A. (“Aleph”)
(4)
|
|
% |
|
% |
|
% |
|
(3)
|
||||||||||
|
Aluvional S.A. (“Aluvional”)
|
|
% |
|
% |
|
% |
|
|
||||||||||
|
Subsidiary name
|
Equity interest
|
Place of
business |
Main activity
|
|||||||||||||||
|
December 31,
2024
|
December 31,
2023
|
December 31,
2022
|
||||||||||||||||
|
AFBN S.R.L. (“AFBN”)
(4)
|
|
% |
|
% |
|
% |
|
(1)
|
||||||||||
|
VX Ventures Asociación en Participación
|
|
% |
|
% |
|
% |
|
|
||||||||||
|
(1)
|
Its refers to the exploration and production of Natural gas and Crude oil.
|
|
(2)
|
On December 20, 2024, the nationalization of Vista Holding VII S.á.r.l., company originally established in Luxembourg, was registered, adjusting the Company to Argentine legislation, and changing its corporate name to Vista Holding VII S.A.U. (“Vista Holding VII”)
|
|
(3)
|
Including operations related to the capture, treatment, transport and distribution of hydrocarbons and derivatives.
|
|
(4)
|
As of December 31, 2024, the Companies’ directors decided to merge by absorption into Vista Argentina of Vista Holding VII, Aleph, AFBN, with Vista Argentina. It will become effective as from January 1, 2025 and of the date of issuance of these consolidated financial statements is pending approval by the enforcement authority.
|
| (i) |
Its assets and liabilities held jointly;
|
| (ii) |
Its revenue from the sale of its share of the output of the joint operation; and
|
| (iii) |
Its expenses, including its share of any expenses incurred jointly.
|
| (i) |
The fair value of transferred assets;
|
| (ii) |
The liabilities incurred to former owners of the acquired business;
|
| (iii) |
The equity interests issued by the Company;
|
| (iv) |
The fair value of any asset or liability from a contingent consideration arrangement; and
|
| (v) |
The fair value of any previously held equity interest in the subsidiary.
|
| (i) |
The consideration transferred; and
|
| (ii) |
The fair value of net identifiable assets acquired.
|
|
Buildings
|
|
|||
|
Machinery and installations
|
|
|||
|
Equipment and furniture
|
|
|||
|
Vehicles
|
|
|||
|
Computer equipment
|
|
| (i) |
it should be made in an authorized stock exchange in Mexico;
|
| (ii) |
it should be carried out at market price unless it involves public offerings authorized by the Mexican Banking and Securities Commission (“CNBV” by Spanish acronym).
|
| (i) |
The employees’ share in Company profit paid during the year or prior-year tax losses pending application; and
|
| (ii) |
Payments that are also exempt for employees.
|
| - |
It sets the terms for exploration permits and operating and transport concessions, distinguishing between conventional and unconventional concessions, the continental platform and territorial marine reserves;
|
| - |
The
|
| - |
It prevents the Argentine government and provinces from reserving new areas in the future in favor of public or mixed companies or entities, regardless of their legal type. Therefore, the agreements entered into by provincial companies for the exploration and development of reserved areas before the amendment are safeguarded.
|
|
As of
December 31, 2024 |
As of
December 31, 2023 |
As of
December 31, 2022 |
||||||||||||||||||||||
|
Argentina
|
Mexico
|
Argentina
|
Mexico
|
Argentina
|
Mexico
|
|||||||||||||||||||
|
Discount rates (after taxes)
|
|
% |
|
% |
|
% |
|
% |
|
% |
|
% | ||||||||||||
|
Discount rates (before taxes)
|
|
% |
|
% |
|
% |
|
% |
|
% |
|
% | ||||||||||||
|
Prices of Crude oil, Natural gas and LPG
|
||||||||||||||||||||||||
|
Crude oil (USD/bbl)
(1)
|
||||||||||||||||||||||||
|
2023
|
|
|
|
|
|
|
||||||||||||||||||
|
2024
|
|
|
|
|
|
|
||||||||||||||||||
|
2025
|
|
|
|
|
|
|
||||||||||||||||||
|
2026
|
|
|
|
|
|
|
||||||||||||||||||
|
2027
|
|
|
|
|
|
|
||||||||||||||||||
|
As of
December 31, 2024 |
As of
December 31, 2023 |
As of
December 31, 2022 |
||||||||||||||||||||||
|
Argentina
|
Mexico
|
Argentina
|
Mexico
|
Argentina
|
Mexico
|
|||||||||||||||||||
|
As from 2028
|
|
|
|
|
|
|
||||||||||||||||||
|
Natural
gas
prices (USD/MMBTU)
|
||||||||||||||||||||||||
|
As from
|
|
|
|
|
|
|
||||||||||||||||||
|
LPG
prices (USD/tn)
|
||||||||||||||||||||||||
|
As from
|
|
|
|
|
|
|
||||||||||||||||||
|
(1)
|
The prices correspond to Brent and Maya, for Argentina and Mexico, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2024
|
|
|
As of December 31, 2023
|
|
|
As of December 31, 2022
|
|
|||||||||||||||
|
|
|
Argentina
|
|
|
Mexico
|
|
|
Argentina
(1)
|
|
|
Mexico
|
|
|
Argentina
(2)
|
|
|
Mexico
|
|
||||||
|
Discount rate (on the basis)
|
+
|
+
|
+
|
|||||||||||||||||||||
|
Carrying amount
|
|
(
|
) |
(
|
) |
(
|
) |
|
|
|||||||||||||||
|
Expected prices of Crude oil, Natural gas and LPG
|
-
|
-
|
-
|
|||||||||||||||||||||
|
Carrying amount
|
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
|
||||||||||||||
|
(1)
|
Related to the
non-operating
concessions of conventional oil and gas CGU.
|
|
(2)
|
Related to the operated concessions of conventional oil and gas CGU.
|
| (i) |
The First Phase or Operating Period, which became effective on March 1, 2023, (“Effective Date”) and will remain in place until the “Closing Date”, which will be: (i) the date when Vista Argentina has received
3
) of Natural gas (
3
); or (ii) February 28, 2027 (“Deadline”), whichever comes first.
|
| (ii) |
The Second Phase will begin on Closing Date, and Vista Argentina and Aconcagua will request the Provinces of Río Negro and Neuquén (“the Provinces”) to approve the assignment of the Concessions. Thus, the Second Phase will end when the Concessions are transferred to Aconcagua through province approval and the Transaction will then be formalized.
|
|
As of
December 31, 2024 |
As of
December 31, 2023 |
|||||||
|
Argentina
|
|
|
||||||
|
Mexico
|
|
|
||||||
|
|
|
|
|
|||||
|
Total noncurrent assets
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Year ended
December 31, 202
4
|
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Goods sold
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total revenue from contracts with customers
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Recognized at a point in time
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Type of products
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
|||||||||
|
Revenues from crude oil sales
|
|
|
|
|||||||||
|
Revenues from natural gas sales
|
|
|
|
|||||||||
|
Revenues from LPG sales
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total revenue from contracts with customers
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Distribution channels
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
|||||||||
|
Exports of crude oil
|
|
|
|
|||||||||
|
Local crude oil
|
|
|
|
|||||||||
|
Local natural gas
|
|
|
|
|||||||||
|
Exports of natural gas
|
|
|
|
|||||||||
|
LPG sales
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total revenue from contracts with customers
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Fees and compensation for services
|
|
|
|
|||||||||
|
Salaries and payroll taxes
|
|
|
|
|||||||||
|
Employee benefits
|
|
|
|
|||||||||
|
Consumption of materials and spare parts
|
|
|
|
|||||||||
|
Transport
|
|
|
|
|||||||||
|
Easements and fees
|
|
|
|
|||||||||
|
Other
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total operating costs
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Crude oil stock at beginning of the year (Note 19)
|
|
|
|
|||||||||
|
Less: Crude oil stock at end of the year (Note 19)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
|
|
|
|
|
|||||||
|
Total Crude oil stock fluctuation
|
|
(
|
)
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Year ended
December 31, 2024
|
Year ended
December 31, 2023
|
Year ended
December 31, 2022
|
||||||||||
|
Royalties
|
|
|
|
|||||||||
|
Export duties
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total royalties and others
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Transport
|
|
|
|
|||||||||
|
Taxes, rates and contributions
|
|
|
|
|||||||||
|
Fees and compensation for services
|
|
|
|
|||||||||
|
Tax on bank account transactions
|
|
|
|
|||||||||
|
(Reversal of) allowance for expected credit losses
|
|
|
(
|
) | ||||||||
|
|
|
|
|
|
|
|||||||
|
Total selling expenses
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Salaries and payroll taxes
|
|
|
|
|||||||||
|
Share-based payments (Note 31)
|
|
|
|
|||||||||
|
Fees and compensation for services
|
|
|
|
|||||||||
|
Taxes, rates and contributions
(1)
|
|
|
|
|||||||||
|
Employee benefits
|
|
|
|
|||||||||
|
Institutional promotion and advertising
|
|
|
|
|||||||||
|
Other
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total general and administrative expenses
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
For the years ended December 31, 2024
, 2023
2
, including
,
and
|
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Geological and geophysical expenses
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total exploration expenses
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Gain from Exports Increase Program
(1)
|
|
|
|
|||||||||
|
Other services income
|
|
|
|
|||||||||
|
Gain related to the transfer of conventional assets
(2)
|
|
|
|
|||||||||
|
Gain from farmout agreement
(3)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total other operating income
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
The years ended December 31, 2024, and 2023,
|
|
(2)
|
See Note 3.2.7.
|
|
(3)
|
The years ended December 31, 2023, and 2022, including
|
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
(Provision for) contingencies
(1)
(Note 22.3)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
(Provision for) environmental remediation
(1)
(Note 22.2)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
(Provision for) reversal of materials and spare parts obsolescence
(1)
|
(
|
) |
|
(
|
) | |||||||
|
Restructuring and reorganization expenses
(2)
|
|
(
|
) |
(
|
) | |||||||
|
|
|
|
|
|
|
|||||||
|
Total other operating expenses
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
These transactions did not generate cash flows.
|
|
(2
)
|
For the year ended December 31, 2023, the Company booked restructuring expenses including payments, fees and transaction costs related to the changes in the Group’s structure.
|
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Financial interest
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total interest income
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Borrowings interest (Note 18.2)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
|
|
|
|
|
|||||||
|
Total interest expense
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Amortized cost (Note 18.2)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Changes in the fair value of warrants (Note 18.5.1)
|
|
|
(
|
) | ||||||||
|
Net changes in foreign exchange rate
|
(
|
) |
|
|
||||||||
|
Discount of assets and liabilities at present value
|
|
|
(
|
) | ||||||||
|
Changes in the fair value of financial assets
|
|
|
(
|
) | ||||||||
|
Interest expense on lease liabilities (Note 15)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Discount for well plugging and abandonment (Note 22.1)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Remeasurement in borrowings
(1)
|
|
(
|
) |
(
|
) | |||||||
|
Other
(2)
|
|
(
|
) |
|
||||||||
|
|
|
|
|
|
|
|||||||
|
Total other financial income (expense)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
Related to borrowings in UVA adjusted by CER (Note 18.2).
|
|
(2)
|
For the years ended December 31, 2024
, 2023
and 202
2
, including
s
and
;
and
These
non-cash.
|
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Profit for the year, net
|
|
|
|
|||||||||
|
Weighted average number of ordinary shares
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Profit for the year, net
|
|
|
|
|||||||||
|
Weighted average number of ordinary shares
(1)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
As of December 31, 2024, the Company has
|
| Likewise, |
in accordance with IFRS the average number of ordinary shares with a potential dilutive effect amounts to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and
buildings |
|
|
Vehicles, machinery,
facilities, computer hardware and furniture and fixtures |
|
|
Oil and gas
properties |
|
|
Production wells and
facilities |
|
|
Works in
progress |
|
|
Materials and
spare parts |
|
|
Total
|
|
|||||||
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts as of December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Additions
|
— | — | — |
|
(1)
|
|
|
|
|
|
||||||||||||||||||
|
Transfers
|
(
|
) |
|
— |
|
(
|
) |
(
|
) |
|
—
|
|
||||||||||||||||
|
Disposals
|
— |
(
|
) | — | — | — | — |
|
(
|
)
|
||||||||||||||||||
|
Reversal of impairment of long-lived assets
(2)
|
— | — |
|
|
— | — |
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Amounts as of December 31,
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Accumulated depreciation
|
||||||||||||||||||||||||||||
|
Amounts as of December 31,
2023 |
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
|
Depreciation
|
— |
(
|
) |
(
|
) |
(
|
) | — | — |
|
(
|
)
|
||||||||||||||||
|
Disposals
|
— |
|
— |
|
—
|
|
— | — |
|
|
|
|||||||||||||||||
|
Reversal of impairment of long-lived assets
(2)
|
— | — |
(
|
) |
(
|
) | — | — |
|
(
|
)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Amounts as of December 31,
2024 |
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Net value
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Amounts as of December 31,
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
(1)
|
Related to the
re-estimation
of well plugging and abandonment (Note 22.1). This transaction did not generate cash flows.
|
|
(2)
|
See Note 3.2.2.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and
buildings
|
|
|
Vehicles, machinery,
facilities, computer hardware and furniture and fixtures |
|
|
Oil and gas
properties
|
|
|
Production wells and
facilities |
|
|
Works in
progress
|
|
|
Materials and
spare parts |
|
|
Total
|
|
|||||||
|
Cost
|
||||||||||||||||||||||||||||
|
Amounts as of December 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Additions
|
— |
|
— | — |
|
|
|
|
|
|||||||||||||||||||
|
Transfers
|
|
|
— |
|
(
|
) |
(
|
) |
|
—
|
|
|||||||||||||||||
|
Disposals
|
— |
(
|
) |
(
|
)
(1)
|
(
|
)
(2)
|
— | — |
|
(
|
)
|
||||||||||||||||
|
Impairment of long -lived assets
(3)
|
— | — |
(
|
) |
(
|
) | — | — |
|
(
|
)
|
|||||||||||||||||
|
Disposals related to the transfer of conventional assets
(4)
|
(
|
) |
(
|
) | — |
(
|
) |
(
|
) |
(
|
) |
|
(
|
)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Amounts as of December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Accumulated depreciation
|
||||||||||||||||||||||||||||
|
Amounts as of December 31, 2022
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
|
Depreciation
|
(
|
) |
(
|
) |
(
|
) |
(
|
) | — | — |
|
(
|
)
|
|||||||||||||||
|
Disposals
|
— |
|
|
(1)
|
|
—
|
|
— | — |
|
|
|
||||||||||||||||
|
Impairment of long -lived assets
(3)
|
— | — |
|
|
— | — |
|
|
|
|||||||||||||||||||
|
Disposals related to the transfer of conventional assets
(4)
|
|
|
|
—
|
|
|
— | — |
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Amounts as of December 31, 2023
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Net value
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Amounts as of December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
(1)
|
Related to the farmout agreement I and II mentioned in Note 29.2.1.1 and 29.2.1.2.
|
|
(2)
|
Related to the
re-estimation
of well plugging and abandonment (Note 22.1). This transaction did not generate cash flows.
|
|
(3)
|
See Note 3.2.2.
|
|
(4)
|
See Note 3.2.7.
|
|
Goodwill
|
Other
intangible assets |
|||||||
|
Cost
|
||||||||
|
Amounts as of December 31, 2023
|
|
|
|
|
|
|
||
|
Additions
|
|
—
|
|
|
||||
|
|
|
|
|
|||||
|
Amounts as of December 31, 2024
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Accumulated amortization
|
||||||||
|
Amounts as of December 31, 2023
|
|
|
|
|
(
|
)
|
||
|
Amortization
|
|
—
|
|
(
|
) | |||
|
|
|
|
|
|||||
|
Amounts as of December 31, 2024
|
|
—
|
|
|
(
|
)
|
||
|
|
|
|
|
|||||
|
Net value
|
||||||||
|
|
|
|
|
|||||
|
Amounts as of December 31, 2024
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Goodwill
|
Other
intangible assets |
|||||||
|
Cost
|
||||||||
|
Amounts as of December 31, 2022
|
|
|
|
|
|
|
||
|
Additions
|
|
—
|
|
|
||||
|
Disposals
|
(
|
)
(1)
|
|
—
|
|
|||
|
Disposals related to the transfer of conventional assets
(2)
|
(
|
) |
(
|
) | ||||
|
|
|
|
|
|||||
|
Amounts as of December 31, 2023
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Accumulated amortization
|
||||||||
|
Amounts as of December 31, 2022
|
|
|
|
|
(
|
)
|
||
|
Amortization
|
|
—
|
|
(
|
) | |||
|
Disposals related to the transfer of conventional assets
(2)
|
|
—
|
|
|
||||
|
|
|
|
|
|||||
|
Amounts as of December 31, 2023
|
|
—
|
|
|
(
|
)
|
||
|
|
|
|
|
|||||
|
Net value
|
||||||||
|
|
|
|
|
|||||
|
Amounts as of December 31, 2023
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
(1)
|
Related to
|
|
(2)
|
See Note 3.2.7.
|
|
Right-of-use
|
Total lease
liabilities |
|||||||||||||||
|
Land and
Buildings |
Facilities and
machinery |
Total
|
||||||||||||||
|
Amounts as of December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||
|
Reestimation
|
|
|
|
|
|
(
|
) | |||||||||
|
Additions
|
|
|
|
(
|
) | |||||||||||
|
Depreciation
(1)
|
(
|
) |
(
|
) |
(
|
) |
|
—
|
|
|||||||
|
Payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
|
Interest expense
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
(
|
) | |||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Amounts as of December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
(1)
|
Including the depreciation of drilling services capitalized as “Works in progress” for
|
|
(2)
|
Including drilling agreements capitalized as “Works in progress” for
|
|
Right-of-use
|
Total lease
liabilities |
|||||||||||||||
|
Land and
Buildings |
Facilities and
machinery |
Total
|
||||||||||||||
|
Amounts as of December 31, 2022
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||
|
Additions
|
|
—
|
|
|
|
(
|
) | |||||||||
|
Reestimation
|
(
|
) |
|
|
(
|
) | ||||||||||
|
Depreciation
(1)
|
(
|
) |
(
|
) |
(
|
) |
|
—
|
|
|||||||
|
Payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
|
Interest expense
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
(
|
) | |||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Amounts as of December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
(1)
|
Including the depreciation of drilling services capitalized as “Works in progress” for
|
|
(2)
|
Including drilling agreements capitalized as “Works in progress” for
|
|
As of
January 1, 2024 |
Profit (loss)
|
Other
comprehensive income (loss) |
As of
December 31, 2024 |
|||||||||||||
|
Tax losses and other unused tax credits
(1)
|
|
(
|
) | — |
|
|||||||||||
|
Provisions
|
|
(
|
) | — |
|
|||||||||||
|
Employee benefit
|
|
|
|
|
||||||||||||
|
Other
|
|
(
|
) | — |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Assets for deferred income tax
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Property, plant and equipment
|
(
|
) |
|
|
—
|
|
(
|
) | ||||||||
|
Tax inflation adjustment
|
(
|
) |
|
|
—
|
|
(
|
) | ||||||||
|
Trade and other receivables
|
(
|
) |
|
|
—
|
|
(
|
) | ||||||||
|
Right-of-use
|
|
(
|
) |
|
—
|
|
(
|
) | ||||||||
|
Borrowings
|
(
|
) |
(
|
) |
|
—
|
|
(
|
) | |||||||
|
Inventories
|
(
|
) |
|
|
—
|
|
(
|
) | ||||||||
|
Short-term investments
|
(
|
) |
|
|
—
|
|
(
|
) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Liabilities for deferred income tax
|
|
(
|
)
|
|
|
|
|
—
|
|
|
(
|
)
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Deferred income tax, net
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
As of
January 1, 2023 |
Profit (loss)
|
Other
comprehensive income (loss) |
As of
December 31, 2023 |
|||||||||||||
|
Tax losses and other unused tax credits
(1)
|
|
|
|
—
|
|
|
||||||||||
|
Provisions
|
|
(
|
) |
|
—
|
|
|
|||||||||
|
Right-of-use
|
|
|
|
—
|
|
|
||||||||||
|
Employee benefit
|
|
(
|
) |
(
|
) |
|
||||||||||
|
Other
|
|
(
|
) |
|
—
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Assets for deferred income tax
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Property, plant and equipment
|
(
|
) |
(
|
) |
|
—
|
|
(
|
) | |||||||
|
Tax inflation adjustment
|
(
|
) |
|
|
—
|
|
(
|
) | ||||||||
|
Trade and other receivables
|
(
|
) |
(
|
) |
|
—
|
|
(
|
) | |||||||
|
Borrowings
|
(
|
) |
(
|
) |
|
—
|
|
(
|
) | |||||||
|
Inventories
|
(
|
) |
|
|
—
|
|
(
|
) | ||||||||
|
Short-term investments
|
(
|
) |
|
|
—
|
|
(
|
) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Liabilities for deferred income tax
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Deferred income tax, net
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
(1)
|
As of December 31, 2024 and 2023,
|
|
As of December 31,
2024 |
As of December 31,
2023 |
|||||||
|
Deferred income tax assets, net
|
|
|
||||||
|
|
|
|
|
|||||
|
Deferred income tax assets, net
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
As of December 31,
2024 |
As of December 31,
2023 |
|||||||
|
Deferred income tax liabilities, net
|
|
|
||||||
|
|
|
|
|
|||||
|
Deferred income tax liabilities, net
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Income tax
|
||||||||||||
|
Current income tax
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Deferred income tax
|
|
(
|
) |
(
|
) | |||||||
|
|
|
|
|
|
|
|||||||
|
Income tax (expense) charged in the statement of profit or loss
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
Deferred income tax charged to other comprehensive income
|
|
(
|
) |
|
||||||||
|
|
|
|
|
|
|
|||||||
|
Total income tax (expense)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Profit before income tax
|
|
|
|
|||||||||
|
Effective income tax rate
|
|
% |
|
% |
|
% | ||||||
|
|
|
|
|
|
|
|||||||
|
Income tax at the effective tax rate pursuant to effective tax regulations
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
Items that adjust income tax (expense) / benefit:
|
||||||||||||
|
Nondeductible expenses
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Inflation adjustment
(1)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Effect on the measurement of monetary and nonmonetary items at functional currency
|
|
|
|
|||||||||
|
Unrecognized tax losses and other assets
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Effect related to tax losses
|
|
— | — | |||||||||
|
Application of tax credits
|
(
|
) |
|
|
||||||||
|
Effect related to the difference in tax rate other than Mexican statutory rate
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Other
|
(
|
) |
|
|
||||||||
|
|
|
|
|
|
|
|||||||
|
Total income tax (expense)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
See Note 30.2.
|
|
As of December 31,
2024 |
As of December 31,
2023 |
As of December 31,
2022 |
||||||||||
|
2027
|
|
|
|
|||||||||
|
2028
|
|
|
|
|||||||||
|
2029
|
|
|
|
|||||||||
|
As from 2030
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total accumulated tax losses not recognized
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
As of December 31,
2024 |
As of December 31,
2023 |
|||||||
|
Current
|
||||||||
|
Income tax, net of withholdings and prepayments
|
|
|
||||||
|
|
|
|
|
|||||
|
Total current
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
As of December 31,
2024 |
As of December 31,
2023 |
|||||||
|
Noncurrent
|
||||||||
|
Other receivables:
|
||||||||
|
Prepayments, tax receivables and other:
|
||||||||
|
Advance payments for transportation services
(1)
|
|
|
||||||
|
Receivables related to the transfer of conventional assets
(2)
|
|
|
||||||
|
Prepaid expenses and other receivables
(3)
|
|
|
||||||
|
Turnover tax
|
|
|
||||||
|
Value added tax (“VAT”)
|
|
|
||||||
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|||||
|
Financial assets:
|
||||||||
|
Receivables from joint operations
|
|
|
||||||
|
Loans to employees
|
|
|
||||||
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|||||
|
Total noncurrent trade and other receivables
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Current
|
||||||||
|
Trade:
|
||||||||
|
Oil and gas accounts receivable (net of allowance for expected credit losses)
|
|
|
||||||
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|||||
|
Other receivables
|
||||||||
|
Prepayments, tax credits and other:
|
||||||||
|
VAT
|
|
|
||||||
|
Receivables related to the transfer of conventional assets
(2)
|
|
|
||||||
|
Prepaid expenses and other receivables
|
|
|
||||||
|
Advance payments for transportation services
(1)
|
|
— | ||||||
|
Income tax
|
|
|
||||||
|
Turnover tax
|
|
|
||||||
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|||||
|
As of December 31,
2024 |
As of December 31,
2023 |
|||||||
|
Financial assets:
|
||||||||
|
Accounts receivable from third parties
(4)
|
|
|
||||||
|
Receivables from joint operations
|
|
|
||||||
|
Balances with related parties (Note 1.2.3.2 and 27)
|
|
|
||||||
|
Gas IV Plan (Note 2.5.3.1)
|
|
|
||||||
|
Advances to directors and loans to employees
|
|
|
||||||
|
Other
|
|
|
||||||
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|||||
|
Other receivables
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Total current trade and other receivables
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
(1)
|
Related to the Duplicar Plus Project implemented by Oleoductos del Valle S.A. (“Oldelval”) and the project to expand the Puerto Rosales maritime terminal and pumping station implemented by Oiltanking Ebytem S.A. (Oiltanking”) (Note 28.1 and 28.2).
|
|
(2)
|
Related to the accounts receivable recognized as a result of the Transaction mentioned in Note 3.2.7.
|
|
(3)
|
As of December 31, 2023, includes
|
|
(4)
|
As of December 31, 2024
,
includes
|
|
As of December 31,
2024
|
As of December 31,
2023
|
As of December 31,
2022
|
||||||||||
|
Amounts at beginning of year
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Foreign exchange differences
|
|
|
|
|||||||||
|
Allowances for expected credit losses (Note 7)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Amounts at end of year
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Noncurrent
|
||||||||
|
Borrowings
|
|
|
||||||
|
|
|
|
|
|||||
|
Total noncurrent
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Current
|
||||||||
|
Borrowings
|
|
|
||||||
|
|
|
|
|
|||||
|
Total current
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Total Borrowings
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Fixed interest
|
||||||||
|
Less than 1 year
|
|
|
||||||
|
From 1 to 2 years
|
|
|
||||||
|
From 2 to 5 years
|
|
|
||||||
|
Over 5 years
|
|
|
||||||
|
|
|
|
|
|||||
|
Total
|
|
|
|
|
|
|
||
|
Variable interest
|
||||||||
|
Less than 1 year
|
|
|
||||||
|
From 1 to 2 years
|
|
|
||||||
|
From 2 to 5 years
|
|
|
||||||
|
Over 5 years
|
|
|
||||||
|
|
|
|
|
|||||
|
Total
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Total Borrowings
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Company
|
Execution date
|
Currency
|
Principal
|
Interest
|
Annual
rate |
Maturity date
|
As of December 31,
2024 |
As of December 31,
2023 |
||||||||||||||||||||||
|
Santander International
|
|
|
|
|
|
% |
|
|
(1)
|
|
(1)
|
|||||||||||||||||||
|
Santander International
|
|
|
|
|
|
% |
|
|
(1)
|
|
(1)
|
|||||||||||||||||||
|
Santander International
|
|
|
|
|
|
% |
|
|
(1)
|
|
(1)
|
|||||||||||||||||||
|
ConocoPhillips Company
|
|
|
|
|
|
SOFR
+
|
(2)
%
|
|
|
|
|
|
||||||||||||||||||
|
Citibank N.A.
|
|
|
|
|
|
% |
|
|
|
|||||||||||||||||||||
|
Banco Patagonia S.A.
|
|
|
|
|
|
% |
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Total
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
|
(1)
|
As of December 31, 2024 and 2023, it includes
24,350
of collateralized capital. The carrying amount corresponds to interest.
|
|
(2)
|
Secured Overnight Financing Rate (“SOFR”).
|
|
Instrument
|
Execution date
|
Currency
|
Principal
|
Interest
|
Annual
rate |
Maturity date
|
As of December 31,
2024 |
As of December 31,
2023 |
||||||||||||||||||||
|
ON VI
|
|
(1)
|
|
|
|
% |
|
|
|
|||||||||||||||||||
|
ON XI
|
|
(1)
|
|
|
|
% |
|
|
(2)
|
|
||||||||||||||||||
|
ON XII
|
|
(1)
|
|
|
|
% |
|
|
|
|||||||||||||||||||
|
ON XIII
|
|
|
|
|
|
% |
|
|
|
|||||||||||||||||||
|
ON XIV
|
|
|
|
|
|
% |
|
|
(2)
|
|
||||||||||||||||||
|
ON XV
|
|
|
|
|
|
% |
|
|
|
|||||||||||||||||||
|
ON XVI
|
|
(1)
|
|
|
|
% |
|
|
|
|||||||||||||||||||
|
|
(1)
|
|
(3)
|
|
|
% |
|
|
|
|||||||||||||||||||
|
ON XVII
|
|
(1)
|
|
|
|
% |
|
|
(4)
|
|
||||||||||||||||||
|
ON XVIII
|
|
(1)
|
|
|
|
% |
|
|
(4)
|
|
||||||||||||||||||
|
ON XIX
|
|
(1)
|
|
|
|
% |
|
|
|
|||||||||||||||||||
|
ON XX
|
|
|
|
|
|
% |
|
|
|
|||||||||||||||||||
|
ON XXI
|
|
(1)
|
|
|
|
% |
|
|
(4)
|
|
||||||||||||||||||
|
ON XXII
|
|
|
|
|
|
% |
|
|
|
|||||||||||||||||||
|
ON XXIII
|
|
|
|
|
|
% |
|
|
(4)
|
|
||||||||||||||||||
|
|
|
|
|
|
% |
|
|
|
||||||||||||||||||||
|
ON XXIV
|
|
|
|
|
|
% |
|
|
|
|||||||||||||||||||
|
ON XXV
|
|
(1)
|
|
|
|
% |
|
|
|
|||||||||||||||||||
|
ON XXVI
|
|
|
|
|
|
% |
|
|
|
|||||||||||||||||||
|
ON XXVII
|
|
|
|
|
|
% |
|
|
(5)
|
|
||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
|
Total
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
|
Total Borrowings
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
|
(1)
|
Subscribed in USD, payable in ARS at the exchange rate applicable on maturity date.
|
|
(2)
|
As of December 31, 2024 the Company
pre-settled
ON XI and XIV.
|
|
(3)
|
On May 29, 2023, the Company settled ON VII by: (i) issuing additional ON XVI for
1
.3).
|
|
(4)
|
The carrying amounts of ONs XVII; XVIII; XXI and XXIII include
|
|
(5)
|
See Note 1.2.1.
|
| (i) |
its Net Leverage Ratio (“NLR”) would not exceed
|
| (ii) |
its Interest Coverage ratio (“ICR”) would not be less than
|
|
As of December 31,
2024 |
As of December 31,
2023 |
|||||||
|
Amounts at beginning of year
|
|
|
|
|
|
|
||
|
Proceeds from borrowings
(1)
|
|
|
||||||
|
Payment of borrowings principal
(1)
|
(
|
) |
(
|
) | ||||
|
Payment of borrowings interest
|
(
|
) |
(
|
) | ||||
|
Payment of borrowings cost
|
(
|
) |
(
|
) | ||||
|
Borrowings interest
(2)
(Note 11.2)
|
|
|
||||||
|
Amortized cost
(2)
(Note 11.3)
|
|
|
||||||
|
Remeasurement in borrowings
(2)
(3)
(Note 11.3)
|
|
|
||||||
|
Changes in foreign exchange rate
(2)
|
(
|
) |
(
|
) | ||||
|
Other financial expense
(2)
(Note 11.3)
|
|
|
||||||
|
|
|
|
|
|||||
|
Amounts at end of year
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
(1)
|
As of December 31, 2023, proceeds
from
|
|
(2)
|
These transactions did not generate cash flows.
|
|
(3)
|
Related to ON VIII and X, which amounts were in UVA and adjusted by CER. As of December 31, 2023, they were
pre-
settled by the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2024
|
|
Financial
assets/liabilities at amortized cost |
|
|
Financial
assets/liabilities at fair value |
|
|
Total financial
assets/liabilities |
|
|||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables (Note 17)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total noncurrent financial assets
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Cash, bank balances and other short-term investments (Note 20)
|
|
|
|
|||||||||
|
Trade and other receivables (Note 17)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total current financial assets
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2024
|
|
Financial
assets/liabilities at amortized cost |
|
|
Financial
assets/liabilities at fair value |
|
|
Total financial
assets/liabilities |
|
|||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings (Note 18.1)
|
|
|
|
|||||||||
|
Lease liabilities (Note 15)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total noncurrent financial liabilities
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Borrowings (Note 18.1)
|
|
|
|
|||||||||
|
Trade and other payables (Note 26)
|
|
|
|
|||||||||
|
Lease liabilities (Note 15)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total current financial liabilities
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2023
|
|
Financial
assets/liabilities at amortized cost |
|
|
Financial
assets/liabilities at fair value |
|
|
Total financial
assets/liabilities |
|
|||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan assets (Note 23)
|
|
|
|
|||||||||
|
Trade and other receivables (Note 17)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total noncurrent financial assets
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Cash, bank balances and other short-term investments (Note 20)
|
|
|
|
|||||||||
|
Trade and other receivables (Note 17)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total current financial assets
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Liabilities
|
||||||||||||
|
Borrowings (Note 18.1)
|
|
|
|
|||||||||
|
Lease liabilities (Note 15)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total noncurrent financial liabilities
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Borrowings (Note 18.1)
|
|
|
|
|||||||||
|
Trade and other payables (Note 26)
|
|
|
|
|||||||||
|
Lease liabilities (Note 15)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total current financial liabilities
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Financial
assets/liabilities at amortized cost |
Financial
assets/liabilities at fair value |
Total financial
assets/liabilities |
||||||||||
|
Interest income (Note 11.1)
|
|
|
|
|||||||||
|
Interest expense (Note 11.2)
|
(
|
) |
|
(
|
) | |||||||
|
Amortized cost (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Net changes in foreign exchange rate (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Discount of assets and liabilities at present value (Note 11.3)
|
|
|
|
|||||||||
|
Changes in the fair value of financial assets (Note 11.3)
|
|
|
|
|||||||||
|
Interest expense on lease liabilities (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Discount for well plugging and abandonment (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Other (Note 11.3)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
Financial
assets/liabilities at amortized cost |
Financial
assets/liabilities at fair value |
Total financial
assets/liabilities |
||||||||||
|
Interest income (Note 11.1)
|
|
|
|
|||||||||
|
Interest expense (Note 11.2)
|
(
|
) |
|
(
|
) | |||||||
|
Amortized cost (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Net changes in foreign exchange rate (Note 11.3)
|
|
|
|
|||||||||
|
Discount of assets and liabilities at present value (Note 11.3)
|
|
|
|
|||||||||
|
Changes in the fair value of financial assets (Note 11.3)
|
|
|
|
|||||||||
|
Interest expense on lease liabilities (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Discount for well plugging and abandonment (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Remeasurement in borrowings (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Other (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
|
|
|
|
|
|
|||||||
|
Total
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
Financial
assets/liabilities at amortized cost |
Financial
assets/liabilities at fair value |
Total financial
assets/liabilities |
||||||||||
|
Interest income (Note 11.1)
|
|
|
|
|||||||||
|
Interest expense (Note 11.2)
|
(
|
) |
|
(
|
) | |||||||
|
Amortized cost (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Changes in the fair value of warrants (Note 11.3)
|
|
(
|
) |
(
|
) | |||||||
|
Net changes in foreign exchange rate (Note 11.3)
|
|
|
|
|||||||||
|
Discount of assets and liabilities at present value (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Changes in the fair value of financial assets (Note 11.3)
|
|
(
|
) |
(
|
) | |||||||
|
Interest expense on lease liabilities (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Discount for well plugging and abandonment (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Remeasurement in borrowings (Note 11.3)
|
(
|
) |
|
(
|
) | |||||||
|
Other (Note 11.3)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
| • |
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
|
| • |
Level 2: data other than the quoted prices included in Level 1 that are observable for assets or liabilities, either directly (that is prices) or indirectly (that is derived from prices);
|
| • |
Level 3: data on the asset or liability that are based on information that cannot be observed in the market (that is,
non-observable
data).
|
|
As of December 31, 2024
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
|
Assets
|
||||||||||||||||
|
Financial assets at fair value through profit or loss
|
||||||||||||||||
|
Short-term investments
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total assets
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
As of December 31, 2023
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
|
Assets
|
||||||||||||||||
|
Financial assets at fair value through profit or loss
|
||||||||||||||||
|
Plan assets
|
|
|
|
|
||||||||||||
|
Short-term investments
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total assets
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
As of December 31,
2022 |
|
|
|
Amounts at beginning of year
|
|
|
|
|
|
Changes in the fair value of warrants (Note 11.3)
|
|
|||
|
Other equity instruments (Note 18.3)
|
(
|
) | ||
|
|
|
|||
|
Amounts at end of year
|
|
|
|
|
|
|
|
|||
|
As of December 31, 2024
|
Carrying
amount |
Fair
value
|
Level
|
|||||||||
|
Liabilities
|
||||||||||||
|
Borrowings
|
|
|
|
|||||||||
|
|
|
|
|
|||||||||
|
Total liabilities
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|||||||||
|
As of December 31, 2023
|
Carrying
amount |
Fair
value
|
Level
|
|||||||||
|
Liabilities
|
||||||||||||
|
Borrowings
|
|
|
|
|||||||||
|
|
|
|
|
|||||||||
|
Total liabilities
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|||||||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Changes in exchange rate
|
+/-
|
+/-
|
||||||
|
Effect on profit or loss before income taxes
|
|
|
||||||
|
Effect on equity before income taxes
|
|
|
||||||
|
As of December 31,
2024 |
As of December 31,
2023 |
|||||||
|
Changes in Argentine government bonds
|
+/-
|
+/-
|
||||||
|
Effect on profit before income tax
|
|
|
||||||
|
Changes in mutual funds
|
+/-
|
+/-
|
||||||
|
Effect on profit before income tax
|
|
|
||||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Percentages to total trade receivables:
|
||||||||
|
Customers
|
||||||||
|
Raizen Argentina S.A.
|
|
% |
|
% | ||||
|
ENAP Refinerías S.A.
|
|
% |
|
% | ||||
|
PEMEX
|
|
% |
|
% | ||||
|
For the year ended
December 31, 2024 |
For the year ended
December 31, 2023 |
|||||||
|
Percentages to revenue from contracts with customers per product:
|
||||||||
|
Crude oil
|
||||||||
|
Raizen Argentina S.A.
|
|
% |
|
% | ||||
|
Trafigura
|
|
% |
|
% | ||||
|
Trafigura Pte LTD
|
|
% |
|
% | ||||
|
ENAP Refinerías S.A.
|
|
% |
|
% | ||||
|
Valero Marketing and Supply Company
|
|
% |
|
% | ||||
|
Repsol Trading USA Corp.
|
|
% |
|
% | ||||
|
Natural gas
|
||||||||
|
Cinergia Chile S.p.a
|
|
% |
|
% | ||||
|
CAMMESA
|
|
% |
|
% | ||||
|
As of December 31, 2024
|
To fall due
|
Less than 90
days |
More than
90 days |
Total
|
||||||||||||
|
Gross amount at default of
oil
|
|
|
|
|
||||||||||||
|
Expected credit losses
|
|
|
(
|
) |
(
|
) | ||||||||||
|
|
|
|||||||||||||||
|
Net amount at default of
oil
|
|
|
|
|||||||||||||
|
|
|
|||||||||||||||
|
As of December 31, 2023
|
To fall due
|
Less than 90
days |
More than
90 days |
Total
|
||||||||||||
|
Gross amount at default of
o
il and gas accounts receivable
|
|
|
|
|
||||||||||||
|
Expected credit losses
|
|
|
(
|
) |
(
|
) | ||||||||||
|
|
|
|||||||||||||||
|
Net amount at default of
o
il and gas accounts receivable
|
|
|
|
|||||||||||||
|
|
|
|||||||||||||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Current assets
|
|
|
||||||
|
Current liabilities
|
|
|
||||||
|
|
|
|
|
|||||
|
Liquidity index
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
As of December 31, 2024
|
Financial
liabilities except borrowings |
Borrowings
|
Total
|
|||||||||
|
To fall due:
|
||||||||||||
|
Less than 1 year
|
|
|
|
|||||||||
|
From 1 to 2 years
|
|
|
|
|||||||||
|
From 2 to 5 years
|
|
|
|
|||||||||
|
Over 5 years
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
As of December 31, 2023
|
Financial
liabilities except borrowings |
Borrowings
|
Total
|
|||||||||
|
To fall due:
|
||||||||||||
|
Less than 1 year
|
|
|
|
|||||||||
|
From 1 to 2 years
|
|
|
|
|||||||||
|
From 2 to 5 years
|
|
|
|
|||||||||
|
Over 5 years
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
(i)
|
Communiqué “A” 7552, as supplemented
|
|
(ii)
|
Communiqué “A” 8137, as supplemented
|
|
(iii)
|
Communiqué “A” 8035, as supplemented
|
|
(iv)
|
Communiqué “A” 8191, as supplemented
|
| - |
The statement is not required to have “SALIDA” status in Argentina’s system for imports (“SIRA” by Spanish Acronym) to access the foreign exchange market
.
|
| - |
Entities may access the foreign exchange market without the BCRA’s prior approval to make deferred payments for imports of goods with customs entry registration in compliance with the regulation.
|
|
(v)
|
Communiqué “A” 8118
|
|
(vi)
|
Communiqué “A” 8133
|
|
(vii)
|
Communiqué “A” 7925, as supplemented
|
|
(viii)
|
Communiqu
é
“
A
”
8161, as supplemented
|
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Crude oil stock (Note 6.2)
|
|
|
||||||
|
Materials and spare parts
|
|
|
||||||
|
Assigned crude oil stock
|
|
|
||||||
|
|
|
|
|
|||||
|
Total inventories
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Cash in banks
|
|
|
||||||
|
Money market funds
|
|
|
||||||
|
Mutual funds
|
|
|
||||||
|
Argentine government bonds
|
|
|
||||||
|
|
|
|
|
|||||
|
Total cash, bank balances and other short-term investments
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Cash, bank balances and other short-term investments
|
|
|
||||||
|
Less
|
||||||||
|
Argentine government bonds
|
(
|
) |
(
|
) | ||||
|
|
|
|
|
|||||
|
Cash and cash equivalents
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Series A
|
Series C
|
Total
|
||||||||||
|
Amounts as of December 31, 2021
|
|
|
|
|
—
|
|
|
|
|
|||
|
Number of shares
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Reduction of capital stock
|
(
|
) | — |
(
|
) | |||||||
|
Number of shares
|
— | — | — | |||||||||
|
Cashless exercises of warrant
s
|
— | — | — | |||||||||
|
Number of shares
|
|
— |
|
|||||||||
|
Share repurchase
|
(
|
) | — |
(
|
) | |||||||
|
Number of shares repurchased
|
(
|
) | — |
(
|
) | |||||||
|
Shares
|
|
— |
|
|||||||||
|
Number of shares
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Amounts as of December 31, 2022
|
|
|
|
|
—
|
|
|
|
|
|||
|
Number of shares
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Cashless exercises of warrants
|
— | — | — | |||||||||
|
Number of shares
|
|
— |
|
|||||||||
|
Shares to be granted in LTIP
|
|
— |
|
|||||||||
|
Number of shares
|
|
— |
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Amounts as of December 31, 2023
|
|
|
|
|
—
|
|
|
|
|
|||
|
Number of shares
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Reduction of capital stock
|
(
|
) | — |
(
|
) | |||||||
|
Number of shares
|
|
— |
|
|||||||||
|
Share repurchase
|
(
|
) | — |
(
|
) | |||||||
|
Number of shares repurchased
(1)
|
(
|
) | — |
(
|
) | |||||||
|
Shares to be granted in LTIP
|
|
— |
|
|||||||||
|
Number of shares
|
|
— |
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Amounts as of December 31, 2024
|
|
|
|
|
—
|
|
|
|
|
|||
|
Number of shares
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
As of the date of issuance of these consolidated financial statements, the shares repurchased are held in Treasury.
|
|
1)
|
Series A Shares
|
|
2)
|
Series C
|
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Total borrowings and lease liabilities
|
|
|
||||||
|
Less: Cash, bank balances and other short-term investments
|
(
|
) |
(
|
) | ||||
|
|
|
|
|
|||||
|
Net debt
|
|
|
||||||
|
Total equity
|
|
|
||||||
|
|
|
|
|
|||||
|
Leverage ratio
|
|
|
%
|
|
|
%
|
||
|
As of December 31,
2024
|
|
As of December 31,
2023
|
||||||||
|
Noncurrent
|
||||||||||
|
Well plugging and abandonment
|
|
|
||||||||
|
Environmental remediation
|
|
|
||||||||
|
|
|
|
|
|||||||
|
Total noncurrent provisions
|
|
|
|
|
|
|
||||
|
|
|
|
|
|||||||
|
As of December 31,
2024
|
|
As of December 31,
2023
|
||||||||
|
Current
|
||||||||||
|
Environmental remediation
|
|
|
||||||||
|
Well plugging and abandonment
|
|
|
||||||||
|
Contingencies
|
|
|
||||||||
|
|
|
|
|
|||||||
|
Total current provisions
|
|
|
|
|
|
|
||||
|
|
|
|
|
|||||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Amounts at beginning of year
|
|
|
|
|
|
|
||
|
Discount for well plugging and abandonment (Note 11.3)
|
|
|
||||||
|
Increase (decrease) in the change in capitalized estimates (Note 13)
|
|
(
|
) | |||||
|
(Decrease) in the change in estimates of conventional assets
(1)
|
(
|
) |
(
|
) | ||||
|
Foreign exchange differences
|
|
|
||||||
|
|
|
|
|
|||||
|
Amounts at end of year
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
(1)
|
According to Note 3.2.7, the Company carries a payable to Aconcagua since the latter assumes all well plugging and abandonment obligations derived from the Concessions involved in the transaction through the end of the Operating Period. However, the Company still owns 100% of such concessions (Note 1.1).
|
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Amounts at beginning of year
|
|
|
|
|
|
|
||
|
Increases (Note 10.2)
|
|
|
||||||
|
Increase in the change in estimates of conventional assets
(1)
|
|
|
||||||
|
Foreign exchange differences
|
(
|
) |
(
|
) | ||||
|
|
|
|
|
|||||
|
Amounts at end of year
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
(1)
|
According to Note 3.2.7, the Company carries a payable to Aconcagua since the latter assumes all environmental remediation obligations derived from the Concessions involved in the transaction through the end of the Operating Period. However, the Company still owns 100% of such concessions (Note 1.1).
|
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Amounts at beginning of year
|
|
|
|
|
|
|
||
|
Increases (Note 10.2)
|
|
|
||||||
|
Amounts incurred for payments
|
(
|
) |
(
|
) | ||||
|
Foreign exchange differences
|
(
|
) |
(
|
) | ||||
|
|
|
|
|
|||||
|
Amounts at end of year
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Cost of interest
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Cost of services
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Settlement
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
As of December 31, 2024
|
||||||||||||
|
Present value of
the obligation |
Plan assets
|
Net liabilities
|
||||||||||
|
Amounts at beginning of year
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Items classified as loss or profit
|
||||||||||||
|
Cost of interest
|
(
|
) |
|
(
|
) | |||||||
|
Cost of services
|
(
|
) |
|
(
|
) | |||||||
|
Items classified in other comprehensive income
|
||||||||||||
|
Actuarial remeasurement
|
(
|
) |
|
(
|
) | |||||||
|
Payment of contributions
|
|
(
|
) |
|
||||||||
|
|
|
|
|
|
|
|||||||
|
Amounts at end of year
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
As of December 31, 2023
|
||||||||||||
|
Present value of
the obligation |
Plan assets
|
Net liabilities
|
||||||||||
|
Amounts at beginning of year
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Items classified as loss or profit
|
||||||||||||
|
Cost of interest
|
(
|
) |
|
(
|
) | |||||||
|
Cost of services
|
(
|
) |
|
(
|
) | |||||||
|
Settlement
|
|
|
|
|||||||||
|
Items classified in other comprehensive income
|
||||||||||||
|
Actuarial remeasurement
|
|
|
|
|||||||||
|
Benefit payments
|
|
(
|
) |
|
||||||||
|
Payment of contributions
|
|
(
|
) |
|
||||||||
|
|
|
|
|
|
|
|||||||
|
Amounts at end of year
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Cash and cash equivalents
|
|
|
||||||
|
US government bonds
|
|
|
||||||
|
|
|
|
|
|||||
|
Total
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Less than 1 year
|
|
|
||||||
|
1 to 2 years
|
|
|
||||||
|
2 to 3 years
|
|
|
||||||
|
3 to 4 years
|
|
|
||||||
|
4 to 5 years
|
|
|
||||||
|
6 to 10 years
|
|
|
||||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Discount rate
|
|
|
||||||
|
Asset rate of return
|
|
|
||||||
|
Salary rise
|
|
|
||||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Current
|
||||||||
|
Provision for bonuses and incentives
|
|
|
||||||
|
Salaries and social security contributions
|
|
|
||||||
|
|
|
|
|
|||||
|
Total current salaries and payroll taxes
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Current
|
||||||||
|
Royalties and others
|
|
|
||||||
|
Tax withholdings
|
|
|
||||||
|
Personal assets tax
|
|
|
||||||
|
Other
|
|
|
||||||
|
|
|
|
|
|||||
|
Total current other taxes and royalties
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Current
|
||||||||
|
Accounts payable:
|
||||||||
|
Suppliers
|
|
|
||||||
|
Customer advances
|
|
|
||||||
|
|
|
|
|
|||||
|
Total current accounts payables
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Other accounts payables:
|
||||||||
|
Payables to third parties
(1)
|
|
|
||||||
|
Extraordinary fee for Gas IV Plan
|
|
|
||||||
|
Payables to partners of joint operations
|
|
|
||||||
|
|
|
|
|
|||||
|
Total other current accounts payables
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
Total current trade and other payables
|
|
|
|
|
|
|
||
|
|
|
|
|
|||||
|
(1)
|
According to Note 28.5, the Company has an account payable for
|
|
(i)
|
Related parties transactions
|
|
Year ended
December 31,
2024
|
Year ended
December 31,
2023
|
Year ended
December 31,
2022
|
||||||||||
|
Share-based payment
|
|
|
|
|||||||||
|
Short-term benefits
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total compensation to management personnel
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
(ii)
|
Related parties balances
|
|
As of December 31,
2024
|
As of December 31,
2023
|
|||||||
|
Assets
|
||||||||
|
Noncurrent assets
|
|
|
||||||
|
Current assets
|
|
|
||||||
|
Liabilities
|
||||||||
|
Noncurrent liabilities
|
|
|
||||||
|
Current liabilities
|
|
|
||||||
|
Year ended
December 31, 2024
|
Year ended
December 31, 2023
|
Year ended
December 31, 2022
|
||||||||||
|
Operating costs
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Depreciation, depletion and amortization
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
General and administrative expenses
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Other operating income and expenses
|
|
|
|
|||||||||
|
Impairment of long -lived assets
|
|
(
|
) |
|
||||||||
|
Financial results, net
|
(
|
) |
|
|
||||||||
|
|
|
|
|
|
|
|||||||
|
Total
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
A-
|
General
|
|
B-
|
Argentina
|
|
C-
|
Mexico
|
|
Year ended December 31,
2024 |
Year ended December 31,
2023 |
Year ended December 31,
2022 |
||||||||||||||||||||||
|
Number of
rights to buy |
WAEP |
Number of
rights to buy |
WAEP |
Number of
rights to buy |
WAEP | |||||||||||||||||||
|
At beginning of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Granted during the year
|
|
|
|
|
|
|
||||||||||||||||||
|
Cancelled during the year
(1)
|
(
|
) |
|
(
|
) |
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
At end of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
(1)
|
Related to stock options annulled or cancelled for the year, which has no relation with the options exercised.
|
|
As of December 31,
2024 |
As of December 31,
2023 |
As of December 31,
2022 |
||||
|
Dividend yield (%)
|
|
|
|
|||
|
Expected volatility (%)
|
|
|
|
|||
|
Risk–free interest rate (%)
|
|
|
|
|||
|
Expected life of share options (years)
|
|
|
|
|||
|
Weighted average exercise price (USD)
|
|
|
|
|||
|
Model used
|
|
|
|
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||||||||||||||
|
Number of
Series A shares |
WAEP |
Number of
Series A shares |
WAEP |
Number of
Series A shares |
WAEP | |||||||||||||||||||
|
At beginning of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Granted during the year
|
|
|
|
|
|
|
||||||||||||||||||
|
Cancelled during the year
(1)
|
(
|
) |
|
(
|
) |
|
(
|
) |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
At end of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
(1)
|
Related to restricted stock annulled or cancelled for the year, which has no relation with the restricted stock vested.
|
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||||||||||||||
|
Number of
Series A shares |
WAEP |
Number of
Series A shares |
WAEP |
Number of
Series A shares |
WAEP | |||||||||||||||||||
|
At beginning of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Granted during the year
|
|
|
|
|
|
|
||||||||||||||||||
|
Cancelled during the year
(1)
|
(
|
) |
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
At end of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
(1)
|
Related to performance restricted stock annulled or cancelled for the year, which has no relation with the performance restricted stock vested .
|
|
Year ended
December 31, 2024
|
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||||||||||||||
|
Argentina
|
Mexico
|
Argentina
|
Mexico
|
Argentina
|
Mexico
|
|||||||||||||||||||
|
Acquisition of properties
|
||||||||||||||||||||||||
|
Proved
|
|
|
|
|
|
— |
(
|
) | — | |||||||||||||||
|
Unproved
|
|
|
|
|
|
— |
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Total acquisition of properties
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(
|
)
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Exploration
|
|
(
|
) | |||||||||||||||||||||
|
Development
(1)
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Total costs incurred
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
(1)
|
Including the
re-estimation
of well plugging and abandonment (Note 13).
|
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||||||||||||||
|
Argentina
|
Mexico
|
Argentina
|
Mexico
|
Argentina
|
Mexico
|
|||||||||||||||||||
|
Proved properties
|
||||||||||||||||||||||||
|
Machinery, facilities, software licenses and other
|
|
|
|
|
|
|
||||||||||||||||||
|
Oil & gas properties and wells
(1) (2)
|
|
|
|
|
|
|
||||||||||||||||||
|
Works in progress
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Gross capitalized costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Cumulative depreciation
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Total net capitalized costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
(1)
|
Including the
re-estimation
of well plugging and abandonment (Note 13).
|
|
(2)
|
For the year ended December 31, 2024,
-
-
|
|
Year ended
December 31, 2024 |
Year ended
December 31, 2023 |
Year ended
December 31, 2022 |
||||||||||
|
Revenue from contracts with customers
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total revenue
|
|
|
|
|
|
|
|
|
|
|||
|
Production costs excluding depreciation
|
||||||||||||
|
Operating and other costs
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Royalties and others
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Other
non-cash
costs related to the transfer of conventional assets
|
(
|
) |
(
|
) | — | |||||||
|
|
|
|
|
|
|
|||||||
|
Total production costs
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
|
|
|
|
|
|
|||||||
|
Depreciation, depletion and amortization
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Exploration expenses
|
|
|
(
|
) | ||||||||
|
Discount for well plugging and abandonment liabilities
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Impairment of long-lived assets
|
|
(
|
) |
|
||||||||
|
|
|
|
|
|
|
|||||||
|
Operating profit before income tax
|
|
|
|
|
|
|
|
|
|
|||
|
Income tax
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
|
|
|
|
|
|||||||
|
Crude oil & Natural gas operating profit
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentina
|
|
Crude oil
(1)
|
|
|
Natural gas
|
|
|
Natural gas
|
|
|||
|
Categories of reserves
|
|
(MMBbl)
|
|
|
(Bcf)
|
|
|
(MMBbl
equivalent) |
|
|||
|
Proved developed
|
|
|
|
|||||||||
|
Proved undeveloped
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total proved reserves
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexico
|
|
Crude oil
(1)
|
|
|
Natural gas
|
|
|
Natural gas
|
|
|||
|
Categories of reserves
|
|
(MMBbl)
|
|
|
(Bcf)
|
|
|
(MMBbl
equivalent) |
|
|||
|
Proved developed
|
|
|
|
|||||||||
|
Proved undeveloped
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total proved reserves
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentina
|
|
Crude oil
(1)
|
|
|
Natural gas
|
|
|
Natural gas
|
|
|||
|
Categories of reserves
|
|
(MMBbl)
|
|
|
(Bcf)
|
|
|
(MMBbl
equivalent) |
|
|||
|
Proved developed
|
|
|
|
|||||||||
|
Proved undeveloped
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total proved reserves
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexico
|
|
Crude oil
(1)
|
|
|
Natural gas
|
|
|
Natural gas
|
|
|||
|
Categories of reserves
|
|
(MMBbl)
|
|
|
(Bcf)
|
|
|
(MMBbl
equivalent) |
|
|||
|
Proved developed
|
|
|
|
|||||||||
|
Proved undeveloped
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Total proved reserves
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentina
|
|
Crude oil
(1)
|
|
|
|
|
Natural gas
|
|
|
|
|
Natural gas
|
|
|||
|
Categories of reserves
|
|
(MMBbl)
|
|
|
|
|
(Bcf)
|
|
|
|
|
(MMBbl
equivalent) |
|
|||
|
Proved developed
|
|
|
|
|||||||||||||
|
Proved undeveloped
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||
|
Total proved reserves
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexico
|
|
Crude oil
(1)
|
|
|
|
|
Natural gas
|
|
|
|
|
Natural gas
|
|
|||
|
Categories of reserves
|
|
(MMBbl)
|
|
|
|
|
(Bcf)
|
|
|
|
|
(MMBbl
equivalent) |
|
|||
|
Proved developed
|
|
|
|
|||||||||||||
|
Proved undeveloped
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||
|
Total proved reserves
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentina
|
|
Crude oil
(1)
|
|
|
|
|
Natural gas
|
|
|
|
|
Natural gas
|
|
|||
|
Categories of reserves
|
|
(MMBbl)
|
|
|
|
|
(Bcf)
|
|
|
|
|
(MMBbl
equivalent) |
|
|||
|
Proved developed
|
|
|
|
|||||||||||||
|
Proved undeveloped
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||
|
Total proved reserves
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexico
|
|
Crude oil
(1)
|
|
|
|
|
Natural gas
|
|
|
|
|
Natural gas
|
|
|||
|
Categories of reserves
|
|
(MMBbl)
|
|
|
|
|
(Bcf)
|
|
|
|
|
(MMBbl
equivalent) |
|
|||
|
Proved developed
|
|
|
|
|||||||||||||
|
Proved undeveloped
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||
|
Total proved reserves
|
|
|
|
|
|
|
|
|
|
|||||||
|
(1)
|
It refers to Crude oil, condensate, and LPG.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentina
|
|
Crude oil
(1)
|
|
|
Natural gas
|
|
|
Natural gas
|
|
|||
|
|
(MMBbl)
|
|
|
(Bcf)
|
|
|
(MMBbl
equivalent) |
|
||||
|
Proved reserves (developed and undeveloped)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves as of December 31, 2023
|
|
|
|
|
|
|
|
|
|
|||
|
Increase (decrease) attributable to:
|
||||||||||||
|
Review of prior estimates
(2)
|
|
(
|
) |
(
|
) | |||||||
|
Extensions and discoveries
(3)
|
|
|
|
|||||||||
|
Production for the year
(4)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
|
|
|
|
|
|||||||
|
Reserves as of December 31, 2024
(5)
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
It refers to Crude oil, condensate, and LPG.
|
|
(2)
|
The changes from prior-estimate revisions of proved developed and undeveloped Crude oil reserves (+
|
|
(3)
|
The changes in the proved developed and undeveloped reserves due to the extension and discovery of Crude oil (+
|
|
(4)
|
Considering Vista Argentina’s output.
|
|
(5)
|
Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexico
|
|
Crude oil
(1)
|
|
|
Natural gas
|
|
|
Natural gas
|
|
|||
|
|
(MMBbl)
|
|
|
(Bcf)
|
|
|
(MMBbl
equivalent) |
|
||||
|
Proved reserves (developed and undeveloped)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves as of December 31, 2023
|
|
|
|
|
|
|
|
|
|
|||
|
Increase (decrease) attributable to:
|
||||||||||||
|
Review of prior estimates
(2)
|
|
(
|
) |
(
|
) | |||||||
|
Production for the year
(3)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
|
|
|
|
|
|||||||
|
Reserves as of December 31, 2024
(4)
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
It refers to Crude oil, condensate, and LPG.
|
|
(2)
|
The changes from prior-estimate revisions of proved developed and undeveloped Crude oil reserves (+
(-
Bcf) are mainly related to:
|
|
(3)
|
Considering Vista Holding II’s output.
|
|
(4)
|
Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums.
|
|
Argentina
|
Crude oil
(1)
|
Natural gas
|
Natural gas
|
|||||||||
| (MMBbl) | (Bcf) |
(MMBbl
equivalent) |
||||||||||
|
Proved reserves (developed and undeveloped)
|
||||||||||||
|
Reserves as of December 31, 2022
|
|
|
|
|
|
|
|
|
|
|||
|
Increase (decrease) attributable to:
|
||||||||||||
|
Review of prior estimates
(2)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Extensions and discoveries
(3)
|
|
|
|
|||||||||
|
Purchases/sales of onsite proved reserves
(4)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Production for the year
(5)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
|
|
|
|
|
|||||||
|
Reserves as of December 31, 2023
(6)
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
It refers to Crude oil, condensate, and LPG.
|
|
(2)
|
The changes from prior-estimate revisions of proved developed and undeveloped Crude oil reserves
(-
MMbbl) are mainly related to:
|
|
(3)
|
The changes in the proved developed and undeveloped reserves due to the extension and discovery of Crude oil (+
|
|
(4)
|
The changes in the purchase of Crude oil
(-
MMbbl) and Natural gas
(-
Bcf) are mainly related to the agreement signed with Aconcagua mentioned in Note 3.2.7.
|
|
(5)
|
Considering Vista Argentina’s output.
|
|
(6)
|
Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexico
|
|
Crude oil
(1)
|
|
|
Natural gas
|
|
|
Natural gas
|
|
|||
|
|
(MMBbl)
|
|
|
(Bcf)
|
|
|
(MMBbl
equivalent) |
|
||||
|
Proved reserves (developed and undeveloped)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves as of December 31, 2022
|
|
|
|
|
|
|
|
|
|
|||
|
Increase (decrease) attributable to:
|
||||||||||||
|
Review of prior estimates
(2)
|
|
|
|
|||||||||
|
Production for the year
(3)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
|
|
|
|
|
|||||||
|
Reserves as of December 31, 2023
(4)
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
It refers to Crude oil, condensate, and LPG.
|
|
(2)
|
The changes from prior-estimate revisions of proved developed and undeveloped Crude oil reserves (+
|
|
(3)
|
Considering Vista Holding II’s output.
|
|
(4)
|
Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentina
|
|
Crude oil
(1)
|
|
|
Natural gas
|
|
|
Natural gas
|
|
|||
|
|
(MMBbl)
|
|
|
(Bcf)
|
|
|
(MMBbl
equivalent) |
|
||||
|
Proved reserves (developed and undeveloped)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves as of December 31, 2021
|
|
|
|
|
|
|
|
|
|
|||
|
Increase (decrease) attributable to:
|
||||||||||||
|
Review of prior estimates
(2)
|
|
|
|
|||||||||
|
Extensions and discoveries
(3)
|
|
|
|
|||||||||
|
Purchases of onsite proved reserves
(4)
|
|
|
|
|||||||||
|
Production for the year
(5)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
|
|
|
|
|
|||||||
|
Reserves as of December 31, 2022
(
6
|
|
|
|
|
|
|
|
|
|
|||
|
(1)
|
It refers to Crude oil, condensate, and LPG.
|
|
(2)
|
The changes from prior-estimate revisions of proved developed and undeveloped Crude oil reserves (+
|
|
(3)
|
The changes in the proved developed and undeveloped reserves due to the extension and discovery of Crude oil (+
|
|
(4)
|
The changes in the purchase of Crude oil (+
|
|
(5)
|
Considering Vista Argentina’s output.
|
|
(6)
|
Natural gas internal consumption stood at
|
|
(7)
|
Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations that appear in this note may not sum due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexico
|
|
Crude oil
(1)
|
|
|
Natural gas
|
|
|
Natural gas
|
|
|||
|
|
(MMBbl)
|
|
|
(Bcf)
|
|
|
(MMBbl
equivalent) |
|
||||
|
Proved reserves (developed and undeveloped)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves as of December 31, 2021
|
|
|
|
|
|
|
|
|
|
|||
|
Increase (decrease) attributable to:
|
||||||||||||
|
Review of prior estimates
(2)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Production for the year
(3)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
|
|
|
|
|
|||||||
|
Reserves as of December 31, 2022
(4)
|
|
|
|
|
|
|
|
|
|
|||
|
(1)
|
It refers to Crude oil, condensate, and LNG.
|
|
(2)
|
The revisions of proved developed Crude oil and condensate and Natural gas reserves are related to an enhanced performance of wells (
(-
Bcf). The changes in the proved undeveloped Crude oil, condensate and Natural gas reserves
(-
MMbbl,
-
Bcf) are related to an adjustment of the type of curve after profit or loss from Vernet-1001 well.
|
|
(3)
|
Considering Vista Holding II’s output.
|
|
(4)
|
Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations that appear in this note may not sum due to rounding.
|
|
As of December 31,
2024
(1)
|
As of December 31,
2023
(1)
|
As of December 31,
2022
(1)
|
||||||||||
|
Future cash flows
|
|
|
|
|||||||||
|
Future production costs
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Future development and abandonment costs
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Future income tax
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
|
|
|
|
|
|||||||
|
Discounted future net cash flows
|
|
|
|
|
|
|
|
|
|
|||
|
10% annual discount
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
|
|
|
|
|
|||||||
|
Standardized measure of discounted future net cash flows
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
Amounts expressed in millions of US Dollars (“MM USD”).
|
|
Year ended
December 31, 2024
(1)
|
Year ended
December 31, 2023
(1)
|
Year ended
December 31, 2022
(1)
|
||||||||||
|
Standardized measure of future discounted cash flow, net, at beginning of year
|
|
|
|
|
|
|
|
|
|
|||
|
Net changes in selling prices and production costs related to future production
(2)
|
|
(
|
) |
|
||||||||
|
Net changes in estimated future development costs
(3)
|
|
(
|
) |
(
|
) | |||||||
|
Net changes from revisions of workload estimates
(4)
|
|
(
|
) |
|
||||||||
|
Net changes from extensions, discoveries and improvements
(5)
|
(
|
) |
|
|
||||||||
|
Cumulative discount
|
|
|
|
|||||||||
|
Net changes from
on-site
purchases and sales of minerals
(6)
|
(
|
) |
(
|
) |
|
|||||||
|
Sales of Crude oil, LPG and Natural gas produced, net of production costs
|
|
|
|
|||||||||
|
Estimated development costs previously incurred
|
|
(
|
) |
(
|
) | |||||||
|
Net changes in income tax
(7)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Other
|
|
— |
|
|||||||||
|
|
|
|
|
|
|
|||||||
|
Changes in the standardized measure of future discounted cash flow for the year
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
Standardized measure of future discounted cash flow at end of year
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||||||
|
(1)
|
Amounts expressed in MM USD.
|
|
(2)
|
For the year ended December 31, 2024, primarily affected by an increase in the prices of Crude oil, petroleum condensate, Natural gas, and LPG in Argentina, which increased from
3
) to
3
3
to
3
of sales gas.
|
|
(3)
|
For the years ended December 31, 2024, and 2023, related to cost development revisions of the unconventional area of Bajada del Palo Oeste, Bajada del Palo Este and Aguada Federal.
|
|
(4)
|
For the years ended December 31, 2024, and 2023, mainly affected by the extension in the economic limits of assets due to a increase or decrease in the prices of Crude oil, petroleum condensate, Natural gas and LPG, detailed in point (2).
|
|
(5)
|
For the year ended December 31, 2024, mainly related to the extension of the proved area due to the addition of 52 wells in proved reserves in Bajada del Palo Oeste area in Vaca Muerta formation with positive results, also related to the addition of proved reserves from the unconventional Bajada del Palo Este area with 34 additional wells and a total of 15 wells were added in the unconventional Aguada. Also, for the year ended December 31, 2023, mainly related to the extension of the proved area due to the addition of 40 wells in proved reserves in Bajada del Palo Oeste area in Vaca Muerta formation with positive results. Also related to the addition of proved reserves from the unconventional Bajada del Palo Este area with 26 additional wells. A total of 19 wells were added in the unconventional Aguada Federal area, and a
2-well
pad was converted in Águila Mora from probable reserves to proved developed reserves.
|
|
(6)
|
For the years ended December 31, 2024 and 2023, the agreement with Aconcagua is maintained, granting the operation as from March 1, 2023, with
|
|
(7)
|
For the year ended December 31, 2024, and 2023, the change is due to the increase in income tax caused by higher expected revenue mainly from the extensions and increases in hydrocarbon prices.
|