Notes to the UNAUDITED Interim Condensed Financial Statements

For the six months ended 30 June 2026 (Unaudited)

1.  General information

Riverstone Energy Limited (the "Company") is a company limited by Shares, which was incorporated on 23 May 2013 in Guernsey with an unlimited life and registered with the GFSC as a Registered Closed-ended Collective Investment Scheme pursuant to the POI Law. The Company's Ordinary Shares were admitted to the UK Listing Authority's Official List and to trading on the London Stock Exchange as part of its IPO which completed on 29 October 2013. The registered office of the Company is PO Box 286, Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY.

The Company makes its investments through the Riverstone Energy Investment Partnership, LP (the ''Partnership''), a Cayman Islands registered exempted limited partnership, in which the Company is the sole limited partner. The principal place of business of the Partnership is the Cayman Islands. Both the Company and the Partnership are subject to the Investment Management Agreement with the Investment Manager, a partnership registered in the Cayman Islands.

The Partnership had the right to invest alongside the Private Riverstone Funds in all Qualifying Investments in which the Private Riverstone Funds participate. These Private Riverstone Funds are managed and advised by affiliates of the Investment Manager. Further detail of these investments, where relevant, is provided in the Investment Manager's Report.

The unaudited interim condensed financial statements of the Company for the six months ended 30 June 2026 have been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority and International Accounting Standard 34 ("IAS 34") Interim Financial Reporting as adopted by the European Union.  

These unaudited interim condensed financial statements should be read in conjunction with the financial statements of the Company as at and for the year ended 31 December 2025, which were prepared in accordance with International Financial Reporting Standards as adopted by the EU. The statutory financial statements for the year ended 31 December 2025 were approved by the Board of Directors on 27 February 2026. The opinion of the auditors on those financial statements was not qualified. The financial information for the year ended 31 December 2025 has been derived from the audited annual financial statements of the Company for that year.

These unaudited interim condensed financial statements are presented in U.S. dollars, which is also the Company's functional currency. The amounts are rounded to the nearest $'000, unless otherwise stated.

Basis other than going concern

The Directors, as at the date of this report, are required to consider whether they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

Following the EGM held on 22 August 2025 at which Shareholders unanimously voted in favour of a change in the Company's investment objective and policy to move to an orderly realisation of the Company's assets and a Managed Wind-Down process, the Company's investment objective is now to "realise all existing investments in the Company's portfolio in an orderly manner and make timely returns of cash to Shareholders.

The Company will continue to carry on its investment business during the Managed Wind-Down and with the expectation of realising the Company's assets and returning of capital to its Shareholders. Whilst the Directors are satisfied that the Company has adequate resources to continue in operation throughout the expected Managed Wind-Down period and will be able to meet all of its liabilities as they fall due, given the Company is in Managed Wind-Down the Directors consider it appropriate to adopt a basis other than going concern in preparing the financial statements.

The Directors and the Investment Manager have made the appropriate provisions in order to bring about an orderly Wind-Down of the Company and its operations. Additional liquidation and wind up expenses for underlying entities in the relevant group structure have been booked at those levels and lead to a reduction in the carrying value of the Company's investment in the Partnership.

The Company adopts a prudent approach to liquidity management and through the preparation of budgets and cash flow forecasts maintains sufficient cash reserves to meet its obligations. As in prior years, in accordance with the Partnership Agreement, if the Company requires additional funds for working capital or further compulsory redemptions, it is entitled to receive further distributions from the Partnership. In order to do so, the Company would submit a distribution request approved by the Board to the Partnership, which would then be required to arrange for the payment of the requested amount. Since the Company's inception, it has requested and received distributions from the Partnership for working capital and other financial needs. As at 30 June 2026, the Company, through the Partnership, had available liquid resources of $23.4 million.

The Company in its best efforts, intends to realise and return to Shareholders proceeds in respect to its remaining private investment portfolio no later than 31 December 2027.

2.    New standards, interpretations and amendments adopted by the Company

The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2026, but do not have a material impact on the Company's interim condensed financial position or on the presentation of the Company's statements.

3.    Critical accounting judgements, estimates and assumptions

The judgements, estimates and assumptions made by management are consistent with those made in the Financial Statements for the year ended 31 December 2025.

4.    Taxation

The taxation basis of the Company remains consistent with that disclosed in the Financial Statements for the year ended 31 December 2025.

The Company has made an election to, and currently expects to conduct its activities so as to be treated as a partnership for U.S. federal income tax purposes. Therefore, the Company expects that it generally will not be liable for U.S. federal income taxes. In the normal course of business, the Company may form wholly owned subsidiaries, to be treated as C Corporations for U.S. tax purposes. The C Corporations serve to protect the Company's public investors from incurring U.S. ECI. The C Corporations file U.S. corporate tax returns with the U.S. IRS and pay U.S. corporate taxes on its income. Each of the Company's Shareholders who are liable for U.S. taxes will take into account their respective share of the Company's items of income, gain, loss and deduction in computing its U.S. federal income tax liability as if such Shareholder had earned such income directly, even if no cash distributions are made to the Shareholder.

The Company is exempt from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 2008 and is charged an annual exemption fee of £1,600.

The Cayman Islands at present impose no taxes on profit, income, capital gains or appreciations in value of the Partnership. There are also currently no taxes imposed in the Cayman Islands by withholding or otherwise on the Company as a limited partner of the Partnership on profit, income, capital gains or appreciations in respect of its partnership interest nor any taxes on the Company as a limited partner of the Partnership in the nature of estate duty, inheritance or capital transfer tax.

Local taxes may apply at the jurisdictional level on profits arising in operating entity investments. Further taxes may apply on distributions from such operating entity investments. The Company is structured, and has structured its investments, to eliminate the incurrence of ECI by the Company's investors. Based upon the current commitments and investments held through REL US Corp., the future U.S. tax liability on profits is expected to be in the range of 21 to 27 per cent. (31 December 2025: 21 to 27.5 per cent.). Additionally, depending on REL US Corp's current and accumulated earnings and profit, the future U.S. tax liability on distributions from REL US Corp is expected to be nil and nil, respectively, for those distributions determined to be return of capital and dividend income. Any applicable taxes are captured in the Company's NAV through the fair value movements in the underlying investments held by the Partnership and its related Investment Undertakings.

The Organization for Economic Co-operation and Development ("OECD") introduced a 15% global minimum tax under the Pillar Two Global Anti-Base Erosion ("Pillar Two") model rules. Several OECD member countries have enacted tax legislation based on certain elements of these rules that became effective on January 1, 2024. Other jurisdictions have announced the intent to implement these rules, but the rules remain subject to significant negotiation, potential change, and phase-in periods.

The Board and Investment Manager have concluded that the Company falls outside the scope of the Pillar Two rules, but will continue to monitor potential future applicability and changes to these rules.

5.    Fair value

IFRS 13 'Fair Value Measurement' requires disclosure of fair value measurement by level. The level in the fair value hierarchy within which the financial assets or financial liabilities are categorised is determined on the basis of the lowest level input that is significant to the fair value measurement, adjusted if necessary.

Financial assets and financial liabilities are classified in their entirety into only one of the three levels:

•    Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities.

•    Level 2 - inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

•    Level 3 - inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The Company's only financial instrument carried at fair value is its investment in the Partnership which has been classified within Level 3 as it is derived using unobservable inputs. Amounts classified under Level 3 for the period ended 30 June 2026, consisting of only the Company's investment in the Partnership, were $78 million (31 December 2025: $121 million).

The fair value of all other financial instruments approximates to their carrying value.

Transfers during the period

There have been no transfers between levels during the period ended 30 June 2026 and the year ended 31 December 2025. Any transfers between the levels will be accounted for on the last day of each financial period. Due to the nature of the investment in the Partnership, it is always expected to be classified under Level 3.

Valuation methodology and process

The same valuation methodology and process was deployed at 30 June 2026 and 31 December 2025.

The Directors base the fair value of the investment in the Partnership on the value of its limited partnership capital account received from the General Partner, which is determined on the basis of the fair value of its assets and liabilities, adjusted if necessary, to reflect liquidity, future commitments, and other specific factors of the Partnership and Investment Manager. This is based on the components within the Partnership, principally the value of the Partnership's investments in addition to cash and both short-term money market fixed deposits and fixed income investments. Any fluctuation in the value of the Partnership's investments in addition to cash and both short-term money market fixed deposits and fixed income investments held will directly impact on the value of the Company's investment in the Partnership.

The Partnership's investments are valued using the techniques described in the Company's valuation policy. The Investment Manager's assessment of fair value of investments held by the Partnership, through Investment Undertakings, is determined in accordance with IPEV Valuation Guidelines. When valuing the Partnership's investments, the Investment Manager reviews information provided by the underlying investee companies and other business partners and applies IPEV methodologies, to estimate a fair value as at the date of the Statement of Financial Position, subject to Board approval. It is the opinion of the Directors, that the IPEV valuation methodology used in deriving a fair value is generally not different from the fair value requirements of IFRS 13. In the event that there is a difference, the requirements of IFRS 13 override the IPEV requirements.

The Investment Manager values the investments on a quarterly basis using common industry valuation techniques, including comparable public market valuation, comparable merger and acquisition transaction valuation and discounted cash flow valuation. For early-stage private investments, Riverstone's investment due diligence process includes assumptions about short-term financial results in determining the appropriate purchase price for the investment. The techniques used in determining the fair value of the Company's investments through the Partnership are selected on an investment-by-investment basis so as to maximise the use of market based observable inputs.

The Company's valuation policy is compliant with both IFRS and IPEV Valuation Guidelines and is applied consistently from period to period. As the majority of the Partnership's investments are generally not publicly quoted, valuations require meaningful judgement to establish a range of values and the ultimate value at which an investment is realised may differ from its most recent valuation and the difference may be significant. 

For the period ended 30 June 2026, the valuations of the Company's investments, through the Partnership, are detailed in the Investment Manager's Report.

6.    Investment at fair value through profit or loss

The movement in fair value is derived from the fair value movements in the underlying investments held by the Partnership, net of income, expenses and distributions of the Partnership and its related Investment Undertakings, including any Performance Allocation and applicable taxes.

Summary financial information for the Partnership's investments and its related Investment Undertakings

⁽¹⁾       These figures, together with the $0.5 million held at REL US Corp (31 December 2025: $0.5 million), comprise the $23.4 million cash held in the Partnership (31 December 2025: $15.2 million).

⁽²⁾ Partnership holds investments indirectly through Investment Undertaking.

The Board reviews the valuations performed by the Investment Manager and monitors the range of reasonably possible changes in significant unobservable inputs on a regular basis with consultation from the Investment Manager. Using its extensive industry experience, the Investment Manager provides the Board with its determination of the reasonably possible changes in significant unobservable inputs in the market conditions as of the period end.

Quantitative information about Level 3 fair value measurements in the Partnership as at 30 June 2026

⁽¹⁾ Calculated based on fair values of the Partnership's Level 3 investments.

⁽²⁾ Based on its professional experience and recent market conditions, the Investment Manager has provided the Board with these weighted average changes in the inputs with a forecasted time period of 6 to 12 months.

⁽³⁾ The Partnership's Level 3 investments are valued using one or more of the techniques which utilise one or more of the unobservable inputs, so the amounts in the "Fair value of Level 3 investments" column will not aggregate to the total fair value of the Partnership's Level 3 investments.

⁽⁴⁾ As at 30 June 2026, the sensitivity of this unobservable input to the total fair value of Level 3 investments was determined to be significant by applying the same methodology that determined it not to be significant as at 31 December 2025.

Quantitative information about Level 3 fair value measurements in the Partnership as at 31 December 2025

⁽¹⁾ Calculated based on fair values of the Partnership's Level 3 investments.

⁽²⁾ Based on its professional experience and recent market conditions, the Investment Manager has provided the Board with these weighted average changes in the inputs with a forecasted time period of 6 to 12 months.

⁽³⁾ Some of the Partnership's Level 3 investments are valued using one or more of the techniques which utilise one or more of the unobservable inputs, so the amounts in the "Fair value of Level 3 investments" column will not aggregate to the total fair value of the Partnership's Level 3 investments as they have not been adjusted to reflect the specific weighting applied to each method at the year end.

⁽⁴⁾ As at 31 December 2025, the sensitivity of this unobservable input to the total fair value of Level 3 investments was determined to be significant by applying the same methodology that determined it not to be significant as at 31 December 2024.

⁽⁵⁾ 'Other' include certain investments that are not subject to a sensitivity analysis because they are insensitive to the changes in inputs set out above as at 31 December 2025.

7.    Related party transactions

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the party in making financial or operational decisions.

Directors

The Company has three non-executive Directors (31 December 2025: four).

Directors' fees and expenses for the period ended 30 June 2026 amounted to $233,281 (30 June 2025: $315,965), $nil of which was outstanding at period end (31 December 2025: $nil).

Partnership

In accordance with section 4.1(a) of the Partnership Agreement, the Company received distributions in aggregate of $45,073,718 (30 June 2025: $6,583,356) from the Partnership through the six-month period to 30 June 2026. In accordance with section 4.1(a) of the Partnership Agreement, in the event of the Company requiring additional funds for working capital, it is entitled to receive such distributions from the Partnership.

Investment Manager

The Investment Manager, an affiliate of Riverstone, provides advice to the Company and the General Partner on the origination and completion of new investments, on the management of the portfolio and on realisations, as well as on funding requirements, subject to Board approval.

During the period to 30 June 2026, the Partnership incurred Management Fees of $272,366 (30 June 2025: $2,771,846) of which $134,401 remained outstanding as at the period end (30 June 2025: $1,393,814). In addition, the Company and Partnership, in aggregate, reimbursed the Investment Manager $533,911 in respect of amounts paid on their behalf for the period, of which $186,593 related to 50 per cent. of the Investment Manager's reasonably incurred and documented external legal fees and expenses associated with agreeing the terms of the Managed Wind-Down and the implementation of the Proposed Amendments the Managed Wind-Down (30 June 2025: $471,492).

The circumstances in which the Company and the Investment Manager may terminate the Investment Management Agreement were amended post the conclusion of the EGM held on 22 August 2025 and are disclosed in the 2025 Annual Report, with no changes noted for the period to 30 June 2026.

For the provision of services under the Investment Management Agreement (the "IMA"), up to the conclusion of the EGM held on 22 August 2025, the Investment Manager was paid in cash out of the assets of the Partnership an annual management fee equal to 1.5 per cent. per annum of the Company's Net Asset Value (including cash). The fee was payable quarterly in arrears and each payment was calculated using the quarterly Net Asset Value as at the relevant quarter end.

Following the various resolutions being approved at the EGM held on 22 August 2025, the Company's investment objective and policy changed and as a consequence the IMA was revised to outline new terms of appointment for the Investment Manager for the period of the Managed Wind-Down. The management fee payable by the Company has now with effect from 22 August 2025 been reduced from 1.5 per cent. per annum of the Company's Net Asset Value (including cash) to 1 per cent. per annum of Net Asset Value (excluding cash), subject until 31 December 2027 to a minimum fee of US$500,000 per annum, pro-rated for any partial year. The management fee continues to be payable quarterly in arrears and each payment continues to be calculated using the quarterly Net Asset Value of the Company (excluding cash) as at the relevant quarter end. Full details of the revisions to the IMA are disclosed in the 2025 Annual Report.

In addition, the Partnership Agreement with the General Partner has also been amended to eliminate, on commencement of the Managed Wind-Down, the termination payment otherwise payable to the General Partner, an entity in the same group as the Investment Manager. Details are noted in the next section.  

General Partner

The General Partner makes all management decisions, other than investment management decisions, in relation to the Partnership and controls all other actions by the Partnership.

As a consequence of entering into the Managed Wind-Down, the performance allocation arrangements in respect of the Company's investment portfolio ceased to apply from 22 August 2025. As a result, no performance allocation has been accrued nor paid by the Company.

In addition, the Partnership Agreement with the General Partner has also been amended to eliminate, on commencement of the Managed Wind-Down, the termination payment otherwise payable to the General Partner. For the avoidance of doubt, no termination payment was triggered by the Company entering Managed Wind-Down. However, in consideration for the changes, principally in-lieu of those related to the removal of the previous termination payment provisions included in the Partnership Agreement, the Company, the Investment Manager and the other parties to the IMA and the Partnership Agreement have agreed to provide for the payment by the Company to the Investment Manager of certain cash amounts (the "Adjustment Payments") during the Managed Wind-Down period. 

The initial Adjustment Payment due from the Company on entering Managed Wind-Down was $21.2 million, paid on 8 September 2025 and was calculated at 7.5 per cent. on the combined value as at 30 June 2025 of the cash balances and the remaining unsold publicly listed investments as at the commencement of the Managed Wind-Down period. Subsequent Adjustment Payments due to the Investment Manager arising from the orderly realisation of the Company's investment portfolio during the Managed Wind-Down period will also be calculated at 7.5 per cent. on the cash proceeds received by the Company from such disposals.

Adjustment Payments of $3,746,897, related to the realisation of Onyx Power, and $4,958, related to the realisation of Rock Oil, were accrued at 31 December 2025 and paid during the period ended 30 June 2026. Additional Adjustment Payments recognised during the period amounted to $0.2 million (31 December 2025: $24.9 million).

Based on the 30 June 2026 valuations, Adjustment Payments would result in an aggregate contingent liability of $4.2 million (31 December 2025: $4.2 million) which consists of Infinitum Electric ($2.5 million) and GoodLeap ($1.7 million).

Cornerstone Investors

Each of the Cornerstone Investors (AKRC Investments LLC, Casita, L.P., Kendall Family Investments LLC and McNair Group) has acquired an indirect economic interest in each of the General Partner and the Investment Manager depending on the size of their commitment and the total issue size, up to an aggregate maximum indirect economic interest of 20 per cent. in each, for nominal consideration. These interests entitle the Cornerstone Investors to participate in the economic returns generated by the General Partner and the Investment Manager, which receives the Management Fee and Adjustment Payments.

8.    Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors, as a whole. The key measure of performance used by the Board to assess the Company's performance and to allocate resources is the Total Return on the Company's Net Asset Value, as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the Financial Statements and Interim Report.

For management purposes, the Company is organised into one main operating segment, which invests in one limited partnership.

All of the Company's income is derived from within Guernsey and the Cayman Islands.

All of the Company's non-current assets are located in the Cayman Islands.

Due to the Company's nature, it has no customers.

9.    Earnings per Share and Net Asset Value per Share

Earnings per Share

The Earnings per Share is based on the profit or loss of the Company for the period and on the weighted average number of Shares the Company had in issue for the period.

There are no dilutive Shares in issue as at 30 June 2026 (30 June 2025: none).

Net Asset Value per Share

The Net Asset Value per Share is arrived at by dividing the net assets as at the date of the Condensed Statement of Financial Position by the number of Ordinary Shares in issue at that date. The Discount to NAV is arrived at by calculating the percentage discount of the Company's Net Asset Value per Share to the Company's closing Share price as at the date of the Condensed Statement of Financial Position.

10.  Post-Period End Updates

There were no material changes or significant events after the reporting period to the date on which these Financial Statements were approved.

Glossary of Capitalised Defined Terms

"Adjustment Payments" means the payment by the Company to the Investment Manager of certain cash payments in US dollars in connection with the Managed Wind-Down;

"Administrator" means Ocorian Administration (Guernsey) Limited;

"Aleph Midstream" means Aleph Midstream S.A;

"Annual General Meeting" or "AGM" means the general meeting of the Company;

"Annual Report and Financial Statements" means the annual publication of the Company provided to the Shareholders to describe their operations and financial conditions, together with their Financial Statements;

"Audit Committee" means a formal committee of the Board with defined terms of reference;

"Board" or "Directors" means the directors of the Company;

"CanEra III" means CanEra Inc.;

"Carrier II" means Carrier Energy Partners II LLC;

"Castex 2005" means Castex Energy 2005 LLC;

"Castex 2014" means Castex Energy 2014 LLC;

"Company" or "REL" means Riverstone Energy Limited;

"Company Secretary" means Ocorian Administration (Guernsey) Limited;

"Cornerstone Investors" means those investors who have acquired Ordinary Shares and acquired a minority economic interest in the General Partner and in the Investment Manager, being AKRC Investments LLC, Casita, L.P., Kendall Family Investments LLC and McNair Group;

"Corporate Broker" means Deutsche Numis Securities Limited;

"C Corporations" means a C Corporation, under U.S. federal income tax law, being a corporation that is taxed separately from its owners;

"Disclosure Guidance and Transparency Rules" or "DTRs" mean the disclosure guidance published by the FCA and the transparency rules made by the FCA under section 73A of FSMA;

"Discount to NAV" means the situation where the Ordinary Shares of the Company are trading at a price lower than the Company's Net Asset Value;

"E&P" means exploration and production;

"Eagle II" means Eagle Energy Exploration, LLC;

"Earnings per Share" or "EPS" means the Earnings per Ordinary Share and is expressed in U.S. dollars;

"EBITDA" means earnings before interest, taxes, depreciation and amortisation;

"ECI" means effectively connected income, which refers to all income from sources within the United States connected with the conduct of a trade or business;

"EGM" means an Extraordinary General Meeting of the Company;

"Enviva" means Enviva Holdings, L.P.;

"EU" means the European Union;

"EV" means enterprise value;

"FCA" means the UK Financial Conduct Authority (or its successor bodies);

"Fieldwood" means Fieldwood Energy LLC;

"Financial Statements" means the audited financial statements of the Company, including the Statement of Financial Position, the Statement of Comprehensive Income, the Statement of Cash Flows, the Statement of Changes in Equity and associated notes;

"FreeWire" means FreeWire Technologies, Inc.;

"General Partner" means REL IP General Partner LP (acting through its general partner, REL IP General Partner Limited), the general partner of the Partnership and a member of the Riverstone group;

"GFSC" or "Commission" means the Guernsey Financial Services Commission;

"GoodLeap" means GoodLeap, LLC formerly known as LoanPal LLC;

"Gross MOIC" means gross multiple of invested capital;

"Group14 Technologies" means Group14 Technologies Inc.;

"Henry Hub" means a pipeline interchange of natural gas in North America used as a benchmark in gas pricing;

"Hyzon" means Hyzon Motors, Inc.;

"IAS" means international accounting standards as issued by the Board of the International Accounting Standards Committee;

"IFRS" means the International Financial Reporting Standards, being the principles-based accounting standards, interpretations and the framework by that name issued by the International Accounting Standards Board, as adopted by the EU;

"ILX III" means ILX Holdings III LLC;

"Infinitum Electric" means Infinitum Electric Inc.;

"Interim Report" means the Company's half yearly report and unaudited interim condensed financial statements for the period ended 30 June;

"Investment Manager" means RIL (effective through 17 August 2020) and RIGL (effective after 17 August 2020) which are both majority-owned and controlled by Riverstone;

"Investment Management Agreement" or "IMA" means the investment management agreement dated 24 September 2013 between RIL, the Company and the Partnership (acting through its General Partner) under which RIL is appointed as the Investment Manager of both the Company and the Partnership (effective through 17 August 2020), the 2^nd Amended & Restated investment management agreement effective after 17 August 2020 between RIGL, the Company and the Partnership (acting through its General Partner) under which RIGL is appointed as the Investment Manager of both the Company and the Partnership and the 3^rd Amended & Restatement investment management agreement effective 9 December 2020 between RIGL, the Company and the Partnership (acting through its General Partner) as at 30 June 2025 and up to the conclusion of the EGM held on 22 August 2025. At this date the Company's investment objective and policy changed and as a consequence the IMA was revised to outline new terms of appointment for the Investment Manager for the period of the Managed Wind-Down;

"Investment Undertaking" means the Partnership, any intermediate holding or investing entities that the Company or the Partnership may establish from time to time for the purposes of efficient portfolio management and to assist with tax planning generally and any subsidiary undertaking of the Company or the Partnership from time to time;

"IPEV Valuation Guidelines" means the International Private Equity and Venture Capital Valuation Guidelines;

"IPO" means the initial public offering of shares by a private company to the public;

"IRS" means the Internal Revenue Service, the revenue service of the U.S. federal government;

"ISIN" means an International Securities Identification Number;

"Liberty II" means Liberty Resources II LLC;

"LNG" means liquefied natural gas;

"London Stock Exchange" or "LSE" means London Stock Exchange Plc;

"Management Engagement Committee" means a formal committee of the Board with defined terms of reference;

"Management Fee" means the management fee to which RIL is entitled;

"Managed Wind-Down" means an orderly realisation of the Company's investment portfolio;

"Meritage III" means Meritage Midstream Services III, L.P.;

"MMBtu" means one million British thermal units;

"MWh" means megawatt-hour;

"NAV per Share" means the Net Asset Value per Ordinary Share;

"Net Asset Value" or "NAV" means the value of the assets of the Company less its liabilities as calculated in accordance with the Company's valuation policy and expressed in U.S. dollar;

"Net MOIC" means gross multiple of invested capital net of taxes and performance fees on gross profit;

"Official List" is the list maintained by the Financial Conduct Authority (acting in its capacity as the UK Listing Authority) in accordance with Section 74(1) of the Financial Services and Markets Act 2000;

"Our Next Energy" means Our Next Energy, Inc;

"Onyx Power" means Onyx Strategic Investment Management I BV;

"Ordinary Shares" means redeemable Ordinary Shares of no par value in the capital of the Company issued and designated as "Ordinary Shares" and having the rights, restrictions and entitlements set out in the Articles;

"Origo" means Origo Exploration Holding AS;

"Partnership" or "RELIP" means Riverstone Energy Investment Partnership, LP, the Investment Undertaking in which the Company is the sole limited partner;

"Partnership Agreement" means the partnership agreement in respect of the Partnership between inter alios the Company as the sole limited partner and the General Partner as the sole general partner dated 23 September 2013;

"Performance Allocation" means the Performance Allocation to which the General Partner is entitled;

"Permian Resources" means Permian Resources Corporation formerly known as Centennial Resource Development, Inc.;

"Pipestone" means Pipestone Energy (formerly known as Canadian Non-Operated Resources LP);

"POI Law" means the Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended;

"Private Portfolio" means privately held investments in Onyx Power, GoodLeap (formerly Loanpal), Infinitum Electric and Group14 Technologies;

"Private Riverstone Funds" means Fund V and all other private multi-investor, multi-investment funds that are launched after Admission and are managed or advised by the Investment Manager (or one or more of its affiliates) and excludes Riverstone employee co-investment vehicles and any Riverstone managed or advised private co-investment vehicles that invest alongside either Fund V or any multi-investor multi-investment funds that the Investment Manager (or one or more of its affiliates) launches after Admission;

"Proposed Amendments" means the amendments proposed to be made to the Existing IMA in connection with the Proposals;

"PRT" means Riverstone Performance Review Team;

"Qualifying Investments" means all investments in which Private Riverstone Funds participate which are consistent with the Company's investment objective where the aggregate equity investment in each such investment (including equity committed for future investment) available to the relevant Private Riverstone Fund and the Company (and other co-investees, if any, procured by the Investment Manager or its affiliates) is $100 million or greater, but excluding any investments made by Private Riverstone Funds where both (a) a majority of the Company's independent directors and (b) the Investment Manager have agreed that the Company should not participate;

"RCO" means Riverstone Credit Opportunities, L.P.;

"Ridgebury H3" means Ridgebury H3, LLC;

"RIGL" means RIGL Holdings, LP;

"RIL" means Riverstone International Limited;

"Riverstone" means Riverstone Holdings LLC and its affiliated entities (other than the Investment Manager and the General Partner), as the context may require;

"Rock Oil" means Rock Oil Holdings, LLC;

"Sierra" means Sierra Oil and Gas Holdings, L.P.;

"Shareholder" means the holder of one or more Ordinary Shares;

"Solid Power" means Solid Power, Inc.;

"Three Rivers III" means Three Rivers Natural Resources Holdings III LLC;

"Total Return on the Company's Net Asset Value" means the capital appreciation of the Company's Net Asset Value plus the income received from the Company in the form of dividends;

"T-REX" means T-REX Group, Inc.;

"Tritium" means Tritium DCFC Limited;

"TTF" means the Title Transfer Facility, a virtual trading point for natural gas established in the Netherlands and operated by Gasunie Transport Services B.V., which serves as the wholesale price benchmark for natural gas in continental Europe;

"UK Listing Authority" or "UKLA" means the Financial Conduct Authority;

"U.S." or "United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"Whitecap Resources" means Whitecap Resources formerly known as Veren Inc./ Crescent Point/Hammerhead Energy;

"WTI" means West Texas Intermediate which is a grade of crude oil used as a benchmark in oil pricing;

"WTO" means World Trade Organization;

"€" means Euro;

"£" or "Pounds Sterling" or "Sterling" means British pound sterling and "pence" means British pence; and

"$" means United States dollars and "cents" means United States cents.