EX-99.3
Published on February 6, 2026
Exhibit 99.3
Unaudited Pro Forma Condensed Combined Financial Information
Canvas Energy Inc. and Subsidiaries (“Canvas”) Asset Acquisition
On November 24, 2025, Diversified Energy Company (the “Company” or “Diversified”) acquired Canvas (the “Canvas Transaction”). When evaluating the transaction, the Company concluded that the acquired assets did not meet the definition of a business under International Financial Reporting Standards 3 (“IFRS 3”) and is therefore an asset acquisition. The Company funded the transaction through a combination of the issuance of 3,720,125 new U.S. dollar-denominated ordinary shares to former Canvas unitholders and paid cash consideration of approximately $399 million, inclusive of transaction costs of approximately $13 million. In conjunction with the close of the Canvas Transaction, the Company closed on a $400 million asset backed securitization (“ABS”) to partially fund the cash portion of the Transaction.
Maverick Natural Resources, LLC and Subsidiaries (“Maverick”) Business Combination
On March 14, 2025, the Company acquired Maverick in a stock-and-cash transaction (the “Maverick Transaction”), after which Maverick became a wholly-owned subsidiary of the Company. When evaluating the transaction, the Company concluded that it did not have significant asset concentration and as a result it had acquired a distinct set of inputs, processes, and outputs, leading to the conclusion that the transaction was a business combination under IFRS 3. The Company funded the transaction through a combination of the issuance of 21,194,213 new U.S. dollar-denominated ordinary shares to Maverick unitholders and paid cash consideration of approximately $197 million. Transaction costs incurred with the Maverick Transaction were approximately $21 million.
Oaktree Capital Management, L.P. (“Oaktree”) Working Interest Asset Acquisition
On June 6, 2024, the Company acquired Oaktree Capital Management, LP’s 100% membership interest in OCM Denali Holdings, LLC and its subsidiaries (“Oaktree” and such transaction, the “Oaktree Transaction”), whose assets predominantly included non-operated working interests in producing wells and related facilities (the “Assets”) that are operated by the Company. The Company assessed the Assets and determined that the Oaktree Transaction was considered an asset acquisition rather than a business combination. When making this determination, management evaluated the Oaktree Transaction under IFRS 3 and concluded that the acquired assets did not meet the definition of a business. The Company paid purchase consideration of $221 million, inclusive of transaction costs of $1 million and customary purchase price adjustments. As part of the Oaktree Transaction, the Company assumed Oaktree’s debt of $133 million. The Company funded the purchase through a combination of existing and expanded liquidity and issued approximately $83 million in notes payable to Oaktree.
Unaudited Pro Forma Condensed Combined Financial Statements
The unaudited pro forma condensed combined statement of financial position as of September 30, 2025 was prepared as if the Canvas Transaction had occurred on September 30, 2025. The Oaktree Transaction and the Maverick Transaction closed on June 6, 2024 and March 14, 2025, respectively. Therefore, the Oaktree and Maverick transactions are already included in the Company's condensed consolidated statement of financial position as of September 30, 2025.
The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 were prepared as if the Canvas, Maverick, and Oaktree transactions had occurred on January 1, 2024. The following unaudited pro forma condensed combined financial statements have been derived from the historical consolidated financial statements of the Company, Canvas, Maverick, and Oaktree.
The unaudited pro forma condensed combined financial statements and underlying pro forma adjustments are based upon currently available information and include certain estimates and assumptions made by the Company’s management; accordingly, actual results could differ materially from the pro forma information. Management believes that the assumptions used to prepare the unaudited pro forma condensed combined financial statements and accompanying notes provide a reasonable and supportable basis for presenting the significant estimated effects of the transactions. The following unaudited pro forma condensed combined statements of operations do not purport to represent what the Company’s results of operations would have been if the Canvas, Maverick, and Oaktree transactions had occurred on January 1, 2024. The unaudited pro forma condensed combined statement of financial position does not purport to represent what the Company’s financial position would have been if the Canvas Transaction had occurred on September 30, 2025. The unaudited pro forma condensed combined financial statements should be read together with the following:
•the Company’s audited historical consolidated financial statements and accompanying notes included in its Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 17, 2025. The Company’s historical and
1
Exhibit 99.3
most recent financial statements, for the six months ended June 30, 2025, were prepared under IFRS and were furnished to the SEC on August 11, 2025. Based on the annual assessment of Foreign Private Issuer status under SEC rules as of June 30, 2025, the Company no longer met the criteria for qualifying as a Foreign Private Issuer, which would have resulted in the Company transitioning to reporting as a domestic issuer beginning January 1, 2026; however, following that assessment, a new U.S. holding company was inserted as the ultimate parent company of Diversified Energy Company PLC and its consolidated subsidiaries, resulting in the Company becoming a U.S. domestic issuer prior to that date. The Company will make future financial statement filings under U.S. GAAP beginning with the Company’s 2025 Form 10-K. The Company will update these unaudited pro forma financial statements in accordance with U.S. GAAP after the Company’s Form 10-K is on file with the SEC;
•Canvas’ audited and unaudited historical consolidated financial statements and accompanying notes thereto filed as Exhibits 99.1 and 99.2 to this report on Form 8-K/A of which this Exhibit 99.3 is a part;
•Maverick’s audited historical consolidated financial statements and accompanying notes thereto filed as Exhibit 99.1 to the report on Form 6-K furnished to the SEC on May 16, 2025;
•Oaktree’s unaudited historical statement of revenues and direct operating expenses and accompanying notes thereto, filed as Exhibit 99.1 to the report on Form 6-K filed furnished to the SEC on August 20, 2024.
The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of SEC Regulation S-X using assumptions set forth in the notes herein. Article 11 permits presentation of reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial statements.
2
Exhibit 99.3
Diversified Energy Company Pro Forma Condensed Combined Statement of Financial Position
As of September 30, 2025 (Unaudited)
| (In thousands) | DEC Historical (Note 1) | Canvas As Adjusted (Note 2) | Canvas Transaction Adjustments (Note 5) | Pro Forma Combined | |||||||||||||
| ASSETS | |||||||||||||||||
| Non-current assets: | |||||||||||||||||
| Natural gas and oil properties, net | $ | 4,117,070 | $ | 609,518 | $ | (35,770) | (a) | $ | 4,690,818 | ||||||||
| Property, plant and equipment, net | 536,142 | 4,517 | (1,420) | (a) | 539,239 | ||||||||||||
| Intangible assets | 11,644 | — | — | 11,644 | |||||||||||||
| Restricted cash | 83,144 | — | — | 83,144 | |||||||||||||
| Derivative financial instruments | 39,875 | 567 | (567) | (a) | 39,875 | ||||||||||||
| Deferred tax asset | 299,316 | — | — | 299,316 | |||||||||||||
| Other non-current assets | 10,082 | 8,117 | (7,204) | (b) | 10,995 | ||||||||||||
| Total non-current assets | 5,097,273 | 622,719 | (44,961) | 5,675,031 | |||||||||||||
| Current assets: | |||||||||||||||||
| Trade receivables, net | 331,226 | 28,608 | — | 359,834 | |||||||||||||
| Cash and cash equivalents | 43,102 | 23,607 | 398,534 | (a) | 78,711 | ||||||||||||
| (398,534) | (a) | ||||||||||||||||
| 12,002 | (c) | ||||||||||||||||
| Restricted cash | 20,529 | — | — | 20,529 | |||||||||||||
| Derivative financial instruments | 90,271 | 3,655 | (3,655) | (a) | 90,271 | ||||||||||||
| Other current assets | 33,049 | 8,258 | (1,338) | (a) | 39,969 | ||||||||||||
| Total current assets | 518,177 | 64,128 | 7,009 | 589,314 | |||||||||||||
| Total assets | 5,615,450 | 686,847 | (37,952) | 6,264,345 | |||||||||||||
| EQUITY AND LIABILITIES | |||||||||||||||||
| Shareholders' equity: | |||||||||||||||||
| Share capital | $ | 20,372 | $ | 48 | $ | (48) | (a) | $ | 20,372 | ||||||||
| 37 | (a) | 37 | |||||||||||||||
| Share premium | 1,625,265 | 178,232 | (178,232) | (a) | 1,625,265 | ||||||||||||
| 53,942 | (a) | 53,942 | |||||||||||||||
| Treasury reserve | (174,686) | — | — | (174,686) | |||||||||||||
| Share-based payment and other reserves | 22,865 | — | — | 22,865 | |||||||||||||
| Retained earnings (accumulated deficit) | (659,513) | 300,923 | (300,923) | (a) | (659,513) | ||||||||||||
| Equity attributable to owners of the parent | 834,303 | 479,203 | (425,224) | 888,282 | |||||||||||||
| Non-controlling interest | 11,208 | — | — | 11,208 | |||||||||||||
| Total equity | 845,511 | 479,203 | (425,224) | 899,490 | |||||||||||||
| Non-current liabilities: | |||||||||||||||||
| Asset retirement obligations | 890,548 | 13,648 | 2,951 | (a) | 907,147 | ||||||||||||
| Leases | 73,446 | — | — | 73,446 | |||||||||||||
| Borrowings | 2,391,731 | 83,509 | 398,534 | (a) | 2,873,774 | ||||||||||||
| Deferred tax liability | 7,764 | 64,286 | (21,168) | (d) | 50,882 | ||||||||||||
| Derivative financial instruments | 541,465 | 317 | (317) | (a) | 541,465 | ||||||||||||
| Other non-current liabilities | 17,634 | 5,348 | (4,732) | (a) | 18,250 | ||||||||||||
| Total non-current liabilities | 3,922,588 | 167,108 | 375,268 | 4,464,964 | |||||||||||||
| Current liabilities: | |||||||||||||||||
| Trade and other payables | 16,076 | 39,840 | — | 55,916 | |||||||||||||
| Taxes payable | 45,165 | — | — | 45,165 | |||||||||||||
| Leases | 22,085 | — | — | 22,085 | |||||||||||||
| Borrowings | 208,662 | — | — | 208,662 | |||||||||||||
| Derivative financial instruments | 152,320 | 57 | (57) | (a) | 152,320 | ||||||||||||
| Other current liabilities | 403,043 | 639 | 12,061 | (e) | 415,743 | ||||||||||||
| Total current liabilities | 847,351 | 40,536 | 12,004 | 899,891 | |||||||||||||
| Total liabilities | 4,769,939 | 207,644 | 387,272 | 5,364,855 | |||||||||||||
| Total equity and liabilities | $ | 5,615,450 | 686,847 | $ | (37,952) | $ | 6,264,345 | ||||||||||
See accompanying notes to unaudited pro forma condensed combined financial information.
3
Exhibit 99.3
Diversified Energy Company Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2025 (Unaudited)
| (In thousands, except share and per unit data) | DEC Historical (Note 1) | Maverick As Adjusted (Note 2) | Canvas As Adjusted (Note 2) | Maverick Transaction Adjustments (Note 4) (a) | Canvas Transaction Adjustments (Note 5) | Pro Forma Combined | |||||||||||||||||||||||
| Revenue | $ | 1,166,787 | $ | 166,134 | $ | 221,110 | $ | — | $ | — | $ | 1,554,031 | |||||||||||||||||
| Operating expense | (541,676) | (77,620) | (53,442) | — | — | (672,738) | |||||||||||||||||||||||
| Depreciation, depletion and amortization | (259,792) | (22,332) | (56,783) | (2,515) | (b) | 9,391 | (a) | (332,031) | |||||||||||||||||||||
| Gross profit | 365,319 | 66,182 | 110,885 | (2,515) | 9,391 | 549,262 | |||||||||||||||||||||||
| General and administrative expense | (124,839) | (28,311) | (15,819) | — | — | (168,969) | |||||||||||||||||||||||
| Allowance for expected credit losses | — | — | — | — | — | — | |||||||||||||||||||||||
| Gain (loss) on natural gas and oil property and equipment | 79,990 | 7,152 | 118 | — | — | 87,260 | |||||||||||||||||||||||
| Gain (loss) on sale of equity interest | — | — | — | — | — | — | |||||||||||||||||||||||
| Unrealized gain (loss) on investment | 6,355 | — | — | — | — | 6,355 | |||||||||||||||||||||||
| Gain (loss) on derivative financial instruments | (4,165) | (11,544) | 4,749 | — | — | (10,960) | |||||||||||||||||||||||
| Operating profit (loss) | 322,660 | 33,479 | 99,933 | (2,515) | 9,391 | 462,948 | |||||||||||||||||||||||
| Finance costs | (153,430) | (14,833) | (5,840) | (4,229) | (c) | (19,266) | (b) | (197,598) | |||||||||||||||||||||
| Accretion of asset retirement obligation | (37,371) | (2,076) | (795) | (297) | (d) | (61) | (c) | (40,600) | |||||||||||||||||||||
| Loss on early retirement of debt | (39,485) | — | — | — | — | (39,485) | |||||||||||||||||||||||
| Other income (expense) | 2,029 | 417 | 1,225 | — | — | 3,671 | |||||||||||||||||||||||
| Income (loss) before taxation | 94,403 | 16,987 | 94,523 | (7,041) | (9,936) | 188,936 | |||||||||||||||||||||||
| Income tax benefit (expense) | 37,527 | 59 | (21,488) | (1,690) | (e) | (2,385) | (d) | 12,024 | |||||||||||||||||||||
| Net income (loss) | 131,930 | 17,046 | 73,035 | (8,731) | (12,321) | 200,960 | |||||||||||||||||||||||
| Other comprehensive income (loss) | (26) | — | — | — | — | (26) | |||||||||||||||||||||||
| Total comprehensive income (loss) | $ | 131,904 | 17,046 | 73,035 | $ | (8,731) | $ | (12,321) | $ | 200,934 | |||||||||||||||||||
| Net income (loss) attributable to owners of the parent | |||||||||||||||||||||||||||||
| Diversified Energy Company | $ | 131,239 | $ | 17,046 | $ | 73,035 | $ | (8,731) | $ | (12,321) | $ | 200,269 | |||||||||||||||||
| Non-controlling interest | 691 | — | — | — | — | 691 | |||||||||||||||||||||||
| Net income (loss) | $ | 131,930 | $ | 17,046 | $ | 73,035 | $ | (8,731) | $ | (12,321) | $ | 200,960 | |||||||||||||||||
| Earnings (loss) per share attributable to owners of the parent | |||||||||||||||||||||||||||||
| Earnings (loss) per share - basic | $ | 1.83 | $ | — | $ | — | $ | — | $ | — | $ | 2.07 | (e) | ||||||||||||||||
| Earnings (loss) per share - diluted | $ | 1.78 | $ | — | $ | — | $ | — | $ | — | $ | 2.03 | (e) | ||||||||||||||||
| Weighted average shares outstanding - basic | 71,634,555 | — | — | 21,194,213 | (f) | 3,720,125 | (e) | 96,548,893 | (e) | ||||||||||||||||||||
| Weighted average shares outstanding - diluted | 73,728,000 | — | — | 21,194,213 | (f) | 3,720,125 | (e) | 98,642,338 | (e) | ||||||||||||||||||||
See accompanying notes to unaudited pro forma condensed combined financial information.
4
Exhibit 99.3
Diversified Energy Company Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2024 (Unaudited)
| (In thousands, except share and per unit data) | DEC Historical (Note 1) | Oaktree Historical (Note 1) | Maverick As Adjusted (Note 2) | Canvas As Adjusted (Note 2) | Oaktree Transaction Adjustments (Note 3) | Maverick Transaction Adjustments (Note 4) | Canvas Transaction Adjustments (Note 5) | Pro Forma Combined | ||||||||||||||||||||||||||||||
| Revenue | $ | 794,841 | $ | 35,398 | $ | 841,619 | $ | 279,669 | $ | 20,891 | (a) | $ | — | $ | — | $ | 1,972,418 | |||||||||||||||||||||
| Operating expense | (428,902) | (19,344) | (457,013) | (63,011) | (8,562) | (a) | — | — | (976,832) | |||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | (256,484) | — | (156,691) | (63,876) | (14,877) | (b) | 57,434 | (a) | 2,629 | (a) | (431,865) | |||||||||||||||||||||||||||
| Gross profit | 109,455 | 16,054 | 227,915 | 152,782 | (2,548) | 57,434 | 2,629 | 563,721 | ||||||||||||||||||||||||||||||
| General and administrative expense | (129,119) | — | (76,229) | (19,830) | — | (20,852) | (b) | (9,684) | (b) | (255,714) | ||||||||||||||||||||||||||||
| Allowance for expected credit losses | (101) | — | — | — | — | — | — | (101) | ||||||||||||||||||||||||||||||
| Gain (loss) on natural gas and oil property and equipment | 25,678 | — | 25,622 | (13) | — | — | — | 51,287 | ||||||||||||||||||||||||||||||
| Gain (loss) on sale of equity interest | (7,375) | — | — | — | — | — | — | (7,375) | ||||||||||||||||||||||||||||||
| Unrealized gain (loss) on investment | (4,013) | — | — | — | — | — | — | (4,013) | ||||||||||||||||||||||||||||||
| Gain (loss) on derivative financial instruments | (37,551) | — | (54,333) | (2,545) | — | — | — | (94,429) | ||||||||||||||||||||||||||||||
| Impairment of proved properties | — | — | (120,405) | — | — | — | — | (120,405) | ||||||||||||||||||||||||||||||
| Operating profit (loss) | (43,026) | 16,054 | 2,570 | 130,394 | (2,548) | 36,582 | (7,055) | 132,971 | ||||||||||||||||||||||||||||||
| Finance costs | (137,643) | — | (81,702) | (7,654) | (10,684) | (c) | (20,302) | (c) | (27,309) | (c) | (285,294) | |||||||||||||||||||||||||||
| Accretion of asset retirement obligation | (30,868) | — | (13,407) | (1,170) | (754) | (d) | 2,017 | (d) | 29 | (d) | (44,153) | |||||||||||||||||||||||||||
| Loss on early retirement of debt | (14,753) | — | — | — | — | — | — | (14,753) | ||||||||||||||||||||||||||||||
| Other income (expense) | 2,338 | — | 15,928 | 965 | — | — | — | 19,231 | ||||||||||||||||||||||||||||||
| Income (loss) before taxation | (223,952) | 16,054 | (76,611) | 122,535 | (13,986) | 18,297 | (34,335) | (191,998) | ||||||||||||||||||||||||||||||
| Income tax benefit (expense) | 136,951 | — | (791) | (34,077) | (497) | (e) | 4,391 | (e) | (8,240) | (e) | 97,737 | |||||||||||||||||||||||||||
| Net income (loss) | (87,001) | 16,054 | (77,402) | 88,458 | (14,483) | 22,688 | (42,575) | (94,261) | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (1,822) | — | — | — | — | — | — | (1,822) | ||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | $ | (88,823) | $ | 16,054 | (77,402) | 88,458 | $ | (14,483) | $ | 22,688 | $ | (42,575) | $ | (96,083) | ||||||||||||||||||||||||
| Net income (loss) attributable to owners of the parent | ||||||||||||||||||||||||||||||||||||||
| Diversified Energy Company | $ | (88,272) | $ | 16,054 | $ | (77,402) | $ | 88,458 | $ | (14,483) | $ | 22,688 | $ | (42,575) | $ | (95,532) | ||||||||||||||||||||||
| Non-controlling interest | 1,271 | — | — | — | — | — | — | 1,271 | ||||||||||||||||||||||||||||||
| Net income (loss) | $ | (87,001) | $ | 16,054 | $ | (77,402) | $ | 88,458 | $ | (14,483) | $ | 22,688 | $ | (42,575) | $ | (94,261) | ||||||||||||||||||||||
| Earnings (loss) per share attributable to owners of the parent | ||||||||||||||||||||||||||||||||||||||
| Earnings (loss) per share - basic | $ | (1.84) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (1.31) | (f) | |||||||||||||||||||||
| Earnings (loss) per share - diluted | $ | (1.84) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (1.31) | (f) | |||||||||||||||||||||
| Weighted average shares outstanding - basic | 48,031,916 | — | — | — | — | 21,194,213 | (f) | 3,720,125 | (f) | 72,946,254 | (f) | |||||||||||||||||||||||||||
| Weighted average shares outstanding - diluted | 48,031,916 | — | — | — | — | 21,194,213 | (f) | 3,720,125 | (f) | 72,946,254 | (f) | |||||||||||||||||||||||||||
See accompanying notes to unaudited pro forma condensed combined financial information.
5
Exhibit 99.3
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - BASIS OF PRO FORMA PRESENTATION
The accompanying unaudited pro forma condensed combined financial information was prepared based on:
•the historical consolidated financial statements of the Company for the year ended December 31, 2024 and the nine months ended September 30, 2025,
•the historical Canvas consolidated financial statements for the year ended December 31, 2024 and the nine months ended September 30, 2025,
•the historical Maverick consolidated financial statements for the year ended December 31, 2024, and the historical financial activity of Maverick from January 1, 2025 through March 14, 2025, the closing date of the Maverick Transaction,
•the historical Oaktree statement of revenues and direct operating expenses for the three months ended March 31, 2024, and the historical financial activity of Oaktree from April 1, 2024 through June 6, 2024, the closing date of the Oaktree Transaction.
The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024 were prepared assuming the Canvas, Maverick, and Oaktree transactions occurred on January 1, 2024. The unaudited pro forma condensed combined statement of financial position as of September 30, 2025 was prepared as if the Canvas Transaction had occurred on September 30, 2025. The Maverick Transaction closed on March 14, 2025. The Oaktree Transaction closed on June 6, 2024. Therefore, the Maverick and Oaktree transactions are already included in the Company's condensed consolidated statement of financial position as of September 30, 2025.
The unaudited pro forma condensed combined financial information reflects pro forma adjustments that are described in the accompanying notes and are based on currently available information and certain assumptions that the Company believes are reasonable, however, actual results may differ materially. In the Company’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The unaudited pro forma condensed combined financial information does not purport to represent what the Company’s results of operations would have been if the Canvas, Maverick, and Oaktree transactions had actually occurred on the date indicated above, nor is it indicative of the Company’s future results of operations. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and related notes of the Company, as applicable, for the periods presented.
Note 2 - RECLASSIFICATION ADJUSTMENTS
Certain reclassifications have been made in the historical presentation of the Canvas and Maverick financial statements to conform to the Company’s historical presentation.
Canvas Transaction
Statement of Financial Position as of September 30, 2025
(In thousands)
| Canvas Caption | Diversified Caption | Canvas Historical | Reclassification Adjustments | Canvas As Adjusted | |||||||||||||
| ASSETS | |||||||||||||||||
| Non-current assets: | |||||||||||||||||
| Oil and natural gas properties, using the full cost method: | |||||||||||||||||
| Proved | Natural gas and oil properties, net | $ | 857,330 | $ | (247,812) | (1) | $ | 609,518 | |||||||||
| Unevaluated (excluded from the amortization base) | 49,343 | (49,343) | (1) | — | |||||||||||||
| Accumulated depreciation, depletion, amortization and impairment | (297,155) | 297,155 | (1) | — | |||||||||||||
| Property and equipment, net | Property, plant and equipment, net | 4,517 | — | 4,517 | |||||||||||||
| Intangible assets | — | — | — | ||||||||||||||
| Restricted cash | — | — | — | ||||||||||||||
| Derivative instruments | Derivative financial instruments | 567 | — | 567 | |||||||||||||
| Right of use assets from operating leases | 147 | (147) | (2) | — | |||||||||||||
| Deferred tax asset | — | — | — | ||||||||||||||
| Other assets | Other non-current assets | 7,970 | 147 | (2) | 8,117 | ||||||||||||
| Total non-current assets | 622,719 | — | 622,719 | ||||||||||||||
| Current assets: | |||||||||||||||||
6
Exhibit 99.3
| Canvas Caption | Diversified Caption | Canvas Historical | Reclassification Adjustments | Canvas As Adjusted | |||||||||||||
| Accounts receivable: | |||||||||||||||||
| Accounts receivable, gross | Trade receivables, net | 29,193 | (585) | (3) | 28,608 | ||||||||||||
| Allowance for credit losses | (585) | 585 | (3) | — | |||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | 23,607 | — | 23,607 | |||||||||||||
| Restricted cash | — | — | — | ||||||||||||||
| Derivative instruments | Derivative financial instruments | 3,655 | — | 3,655 | |||||||||||||
| Inventories, net | 6,920 | (6,920) | (4) | — | |||||||||||||
| Prepaid expenses | Other current assets | 1,338 | 6,920 | (4) | 8,258 | ||||||||||||
| Total current assets | 64,128 | — | 64,128 | ||||||||||||||
| Total assets | 686,847 | — | 686,847 | ||||||||||||||
| EQUITY AND LIABILITIES | |||||||||||||||||
| Shareholders' equity: | |||||||||||||||||
| Preferred stock, 100,000 shares authorized, none issued and outstanding | — | — | — | ||||||||||||||
| Common stock, $0.01 par value, 8,000,000 shares authorized; 4,757,709 issued and outstanding at September 30, 2025 | Share capital | 48 | — | 48 | |||||||||||||
| Additional paid in capital | Share premium | 178,232 | — | 178,232 | |||||||||||||
| Treasury reserve | — | — | — | ||||||||||||||
| Share-based payment and other reserves | — | — | — | ||||||||||||||
| Retained earnings | Retained earnings (accumulated deficit) | 300,923 | — | 300,923 | |||||||||||||
| Equity attributable to owners of the parent | 479,203 | — | 479,203 | ||||||||||||||
| Non-controlling interest | — | — | — | ||||||||||||||
| Total equity | 479,203 | — | 479,203 | ||||||||||||||
| Non-current liabilities: | |||||||||||||||||
| Asset retirement obligations | Asset retirement obligations | 13,648 | — | 13,648 | |||||||||||||
| Noncurrent operating lease obligations | Leases | — | — | — | |||||||||||||
| Long-term debt and financing leases, less current maturities | Borrowings | 83,509 | — | 83,509 | |||||||||||||
| Deferred income taxes | Deferred tax liability | 64,286 | — | 64,286 | |||||||||||||
| Derivative instruments | Derivative financial instruments | 317 | — | 317 | |||||||||||||
| Other noncurrent liabilities | Other non-current liabilities | 5,348 | — | 5,348 | |||||||||||||
| Total non-current liabilities | 167,108 | — | 167,108 | ||||||||||||||
| Current liabilities: | |||||||||||||||||
| Accounts payable and accrued liabilities | Trade and other payables | 17,628 | 22,212 | (5) | 39,840 | ||||||||||||
| Accrued payroll and benefits payable | 5,439 | (5,439) | (5) | — | |||||||||||||
| Accrued interest payable | 132 | (132) | (5) | — | |||||||||||||
| Revenue distribution payable | 16,641 | (16,641) | (5) | — | |||||||||||||
| Borrowings | — | — | — | ||||||||||||||
| Derivative instruments | Derivative financial instruments | 57 | — | 57 | |||||||||||||
| Long-term debt and financing leases, classified as current | 639 | (639) | (6) | — | |||||||||||||
| Other current liabilities | — | 639 | (6) | 639 | |||||||||||||
| Total current liabilities | 40,536 | — | 40,536 | ||||||||||||||
| Total liabilities | 207,644 | — | 207,644 | ||||||||||||||
| Total equity and liabilities | $ | 686,847 | $ | — | $ | 686,847 | |||||||||||
(1)Represents the reclassification of balances contained in “Unevaluated properties” and “Accumulated depletion, depreciation, and impairment” on Canvas' historical balance sheet to “Natural gas and oil properties, net” to conform to the Company’s balance sheet presentation.
(2)Represents the reclassification of balances contained in “Right of use assets for operating leases” on Canvas' historical balance sheet to “Other non-current assets” to conform to the Company’s balance sheet presentation.
(3)Represents the reclassification of balances contained in “Allowance for credit losses” on Canvas' historical balance sheet to “Trade receivables, net” to conform to the Company’s balance sheet presentation.
7
Exhibit 99.3
(4)Represents the reclassification of balances contained in “Inventories, net” and “Prepaid expenses” on Canvas' historical balance sheet to “Other current assets” to conform to the Company’s balance sheet presentation.
(5)Represents the reclassification of balances contained in “Accrued payroll and benefits payable”, “Accrued interest payable”, and “Revenue distribution payable” on Canvas' historical balance sheet to “Trade and other payables” to conform to the Company’s balance sheet presentation.
(6)Represents the reclassification of balances contained in “Long-term debt and financing leases, classified as current” on Canvas’ historical balance sheet to “Other current liabilities” to conform to the Company’s balance sheet presentation.
Statement of Operations for the Nine Months Ended September 30, 2025
(In thousands)
| Canvas Caption | Diversified Caption | Canvas Historical | Reclassification Adjustments | Canvas As Adjusted | |||||||||||||
| Commodity sales | Revenue | 221,110 | — | 221,110 | |||||||||||||
| Operating costs | Operating expense | — | 53,442 | (1)(4) | (53,442) | ||||||||||||
| Lease operating | 34,812 | (34,812) | (1) | — | |||||||||||||
| Transportation and processing | 6,266 | (6,266) | (1) | — | |||||||||||||
| Production taxes | 12,364 | (12,364) | (1) | — | |||||||||||||
| Depreciation, depletion and amortization | Depreciation, depletion and amortization | 57,578 | (795) | (2)(4) | (56,783) | ||||||||||||
| Gross profit | 110,090 | (795) | 110,885 | ||||||||||||||
| General and administrative | General and administrative expense | 15,819 | — | (4) | (15,819) | ||||||||||||
| Allowance for expected credit losses | — | — | — | ||||||||||||||
| Gain (loss) on sale of assets | Gain (loss) on natural gas and oil property and equipment | 118 | — | 118 | |||||||||||||
| Gain (loss) on sale of equity interest | — | — | — | ||||||||||||||
| Unrealized gain (loss) on investment | — | — | — | ||||||||||||||
| Derivative gains (losses), net | Gain (loss) on derivative financial instruments | 4,749 | — | 4,749 | |||||||||||||
| Operating profit (loss) | 99,138 | (795) | 99,933 | ||||||||||||||
| Interest expense | Finance costs | (5,840) | — | (5,840) | |||||||||||||
| Accretion of asset retirement obligation | — | 795 | (2)(4) | (795) | |||||||||||||
| Loss on early retirement of debt | — | — | — | ||||||||||||||
| Other income, net | Other income (expense) | 1,225 | — | 1,225 | |||||||||||||
| Income (loss) before taxation | 94,523 | — | 94,523 | ||||||||||||||
| Income tax expense (benefit) - current | Income tax benefit (expense) | 545 | 20,943 | (3) | (21,488) | ||||||||||||
| Income tax expense (benefit) - deferred | 20,943 | (20,943) | (3)(4) | — | |||||||||||||
| Net income (loss) | 73,035 | — | 73,035 | ||||||||||||||
| Other comprehensive income (loss) | — | — | — | ||||||||||||||
| Total comprehensive income (loss) | 73,035 | — | 73,035 | ||||||||||||||
(1)Represents the reclassification of amounts contained in “Lease operating”, “Transportation and processing”, and “Production taxes” on Canvas' historical income statement to “Operating expense” to conform to the Company’s income statement presentation.
(2)Represents the reclassification of accretion amounts contained in “Depreciation, depletion, accretion, and amortization” to “Accretion of asset retirement obligation” to conform to the Company’s income statement presentation.
(3)Represents the reclassification of amounts contained in “Income tax expense (benefit) - current” and “Income tax expense (benefit) - deferred” to “Income tax benefit (expense)” to conform to the Company’s income statement presentation.
(4)Represents the presentation on Canvas' historical income statement as a negative value to conform to the Company’s income statement presentation.
8
Exhibit 99.3
Statement of Operations for the Twelve Months Ended December 31, 2024
(In thousands)
| Canvas Caption | Diversified Caption | Canvas Historical | Reclassification Adjustments | Canvas As Adjusted | |||||||||||||
| Commodity sales | Revenue | 279,669 | — | 279,669 | |||||||||||||
| Operating costs | Operating expense | — | 63,011 | (1)(4) | (63,011) | ||||||||||||
| Lease operating | 41,086 | (41,086) | (1) | — | |||||||||||||
| Transportation and processing | 5,589 | (5,589) | (1) | — | |||||||||||||
| Production taxes | 16,336 | (16,336) | (1) | — | |||||||||||||
| Depreciation, depletion, accretion and amortization | Depreciation, depletion and amortization | 65,046 | (1,170) | (2)(4) | (63,876) | ||||||||||||
| Gross profit | 151,612 | (1,170) | 152,782 | ||||||||||||||
| General and administrative | General and administrative expense | 19,830 | — | (4) | (19,830) | ||||||||||||
| Allowance for expected credit losses | — | — | — | ||||||||||||||
| Gain (loss) on sale of assets | Gain (loss) on natural gas and oil property and equipment | (13) | — | (13) | |||||||||||||
| Gain (loss) on sale of equity interest | — | — | — | ||||||||||||||
| Unrealized gain (loss) on investment | — | — | — | ||||||||||||||
| Derivative gains (losses), net | Gain (loss) on derivative financial instruments | (2,545) | — | (2,545) | |||||||||||||
| Operating profit (loss) | 129,224 | (1,170) | 130,394 | ||||||||||||||
| Interest expense | Finance costs | (7,654) | — | (7,654) | |||||||||||||
| Accretion of asset retirement obligation | — | 1,170 | (2)(4) | (1,170) | |||||||||||||
| Loss on early retirement of debt | — | — | — | ||||||||||||||
| Other income, net | Other income (expense) | 965 | — | 965 | |||||||||||||
| Income (loss) before taxation | 122,535 | — | 122,535 | ||||||||||||||
| Income tax expense (benefit) - current | Income tax benefit (expense) | (928) | 35,005 | (3) | (34,077) | ||||||||||||
| Income tax expense (benefit) - deferred | 35,005 | (35,005) | (3)(4) | ||||||||||||||
| Net income (loss) | 88,458 | — | 88,458 | ||||||||||||||
| Other comprehensive income (loss) | — | — | — | ||||||||||||||
| Total comprehensive income (loss) | $ | 88,458 | $ | — | $ | 88,458 | |||||||||||
(1)Represents the reclassification of amounts contained in “Lease operating”, “Transportation and processing”, and “Production taxes” on Canvas' historical income statement to “Operating expense” to conform to the Company’s income statement presentation.
(2)Represents the reclassification of accretion amounts contained in “Depreciation, depletion, accretion, and amortization” to “Accretion of asset retirement obligation” to conform to the Company’s income statement presentation.
(3)Represents the reclassification of amounts contained in “Income tax expense (benefit) - current” and “Income tax expense (benefit) - deferred” to “Income tax benefit (expense)” to conform to the Company’s income statement presentation.
(4)Represents the presentation on Canvas' historical income statement as a negative value to conform to the Company’s income statement presentation.
Maverick Transaction
Statement of Operations for the Period of January 1, 2025 to March 14, 2025
(In thousands)
| Maverick Caption | Diversified Caption | Maverick Historical | Reclassification Adjustments | Maverick As Adjusted | |||||||||||||
| Oil revenues | $ | 93,665 | $ | (93,665) | (1) | $ | — | ||||||||||
| Natural gas revenues | 41,668 | (41,668) | (1) | — | |||||||||||||
| NGL revenues | 18,724 | (18,724) | (1) | — | |||||||||||||
| Other revenues, net | 12,077 | (12,077) | (1) | — | |||||||||||||
| Revenue | — | 166,134 | (1) | 166,134 | |||||||||||||
| Operating costs | Operating expense | 77,620 | — | (5) | (77,620) | ||||||||||||
| Depletion, depreciation and amortization | Depreciation, depletion and amortization | 24,408 | (2,076) | (2)(5) | (22,332) | ||||||||||||
9
Exhibit 99.3
| Maverick Caption | Diversified Caption | Maverick Historical | Reclassification Adjustments | Maverick As Adjusted | |||||||||||||
| Gross profit | 64,106 | (2,076) | 66,182 | ||||||||||||||
| General and administrative expenses | General and administrative expense | 23,113 | 5,198 | (3)(5) | (28,311) | ||||||||||||
| Restructuring costs | 5,198 | (5,198) | (3) | — | |||||||||||||
| Allowance for expected credit losses | — | — | — | ||||||||||||||
| (Gain) loss on sale of assets | Gain (loss) on natural gas and oil property and equipment | (7,152) | — | (6) | 7,152 | ||||||||||||
| Gain (loss) on sale of equity interest | — | — | — | ||||||||||||||
| Unrealized gain (loss) on investment | — | — | — | ||||||||||||||
| Realized gain (loss) on commodity derivative instruments | Gain (loss) on derivative financial instruments | (5,376) | (6,168) | (4) | (11,544) | ||||||||||||
| Unrealized gain (loss) on commodity derivative instruments | (6,168) | 6,168 | (4) | — | |||||||||||||
| Operating profit (loss) | 31,403 | (2,076) | 33,479 | ||||||||||||||
| Interest expense | Finance costs | 14,833 | — | (5) | (14,833) | ||||||||||||
| Accretion of asset retirement obligation | — | 2,076 | (2)(5) | (2,076) | |||||||||||||
| Loss on early retirement of debt | — | — | — | ||||||||||||||
| Other income, net | Other income (expense) | (417) | — | (6) | 417 | ||||||||||||
| Income (loss) before taxation | 16,987 | — | 16,987 | ||||||||||||||
| Income tax expense (benefit) | Income tax benefit (expense) | (59) | — | (5) | 59 | ||||||||||||
| Net income (loss) | 17,046 | — | 17,046 | ||||||||||||||
| Other comprehensive income (loss) | — | — | — | ||||||||||||||
| Total comprehensive income (loss) | $ | 17,046 | $ | — | $ | 17,046 | |||||||||||
(1)Represents the reclassification of amounts contained in “Oil revenues,” “Natural gas revenues,” “NGL revenues,” and “Other revenues, net” on Maverick’s historical income statement to “Revenue” to conform to the Company’s income statement presentation.
(2)Represents the reclassification of amounts contained in “Depletion, depreciation and amortization” on Maverick’s historical income statement to “Accretion of asset retirement obligation” to conform to the Company’s income statement presentation.
(3)Represents the reclassification of amounts contained in “General and administrative expenses” and “Restructuring costs” on Maverick’s historical income statement to “General and administrative expense” to conform to the Company’s income statement presentation.
(4)Represents the reclassification of amounts contained in “Realized gain (loss) on commodity derivative instruments” and “Unrealized gain (loss) on commodity derivative instruments” on Maverick’s historical income statement to “Gain (loss) on derivative financial instruments” to conform to the Company’s income statement presentation.
(5)Represents the presentation on Maverick’s historical income statement as a negative value to conform to the Company’s income statement presentation.
(6)Represents the presentation on Maverick’s historical income statement as a positive value to conform to the Company’s income statement presentation.
Statement of Operations for the Twelve Months Ended December 31, 2024
(In thousands)
| Maverick Caption | Diversified Caption | Maverick Historical | Reclassification Adjustments | Maverick As Adjusted | |||||||||||||
| Oil revenues | $ | 551,432 | $ | (551,432) | (1) | $ | — | ||||||||||
| Natural gas revenues | 113,794 | (113,794) | (1) | — | |||||||||||||
| NGL revenues | 102,653 | (102,653) | (1) | — | |||||||||||||
| Other revenues, net | 73,740 | (73,740) | (1) | — | |||||||||||||
| Revenue | — | 841,619 | (1) | 841,619 | |||||||||||||
| Operating costs | Operating expense | 457,013 | — | (4) | (457,013) | ||||||||||||
| Depletion, depreciation and amortization | Depreciation, depletion and amortization | 170,098 | (13,407) | (2)(4) | (156,691) | ||||||||||||
| Gross profit | 214,508 | (13,407) | 227,915 | ||||||||||||||
| General and administrative expenses | General and administrative expense | 67,108 | 9,121 | (3)(4) | (76,229) | ||||||||||||
10
Exhibit 99.3
| Maverick Caption | Diversified Caption | Maverick Historical | Reclassification Adjustments | Maverick As Adjusted | |||||||||||||
| Restructuring costs | 9,121 | (9,121) | (3) | — | |||||||||||||
| Allowance for expected credit losses | — | — | — | ||||||||||||||
| (Gain) loss on sale of assets | Gain (loss) on natural gas and oil property and equipment | (25,622) | — | (5) | 25,622 | ||||||||||||
| Gain (loss) on sale of equity interest | — | — | — | ||||||||||||||
| Unrealized gain (loss) on investment | — | — | — | ||||||||||||||
| Gain (loss) on commodity derivative instruments | Gain (loss) on derivative financial instruments | (54,333) | — | (54,333) | |||||||||||||
| Impairment of oil and natural gas properties | Impairment of proved properties | 120,405 | — | (4) | (120,405) | ||||||||||||
| Operating profit (loss) | (10,837) | (13,407) | 2,570 | ||||||||||||||
| Interest expense | Finance costs | 81,702 | — | (4) | (81,702) | ||||||||||||
| Accretion of asset retirement obligation | — | 13,407 | (2)(4) | (13,407) | |||||||||||||
| Loss on early retirement of debt | — | — | — | ||||||||||||||
| Other income, net | Other income (expense) | (15,928) | — | (5) | 15,928 | ||||||||||||
| Income (loss) before taxation | (76,611) | — | (76,611) | ||||||||||||||
| Income tax expense (benefit) | Income tax benefit (expense) | 791 | — | (4) | (791) | ||||||||||||
| Net income (loss) | (77,402) | — | (77,402) | ||||||||||||||
| Other comprehensive income (loss) | — | — | — | ||||||||||||||
| Total comprehensive income (loss) | $ | (77,402) | $ | — | $ | (77,402) | |||||||||||
(1)Represents the reclassification of amounts contained in “Oil revenues,” “Natural gas revenues,” NGL revenues,” and “Other revenues, net” on Maverick’s historical income statement to “Revenue” to conform to the Company’s income statement presentation.
(2)Represents the reclassification of amounts contained in “Depletion, depreciation and amortization” on Maverick’s historical income statement to “Accretion of asset retirement obligation” to conform to the Company’s income statement presentation.
(3)Represents the reclassification of amounts contained in “General and administrative expenses” and “Restructuring costs” on Maverick’s historical income statement to “General and administrative expense” to conform to the Company’s income statement presentation.
(4)Represents the presentation on Maverick’s historical income statement as a negative value to conform to the Company’s income statement presentation.
(5)Represents the presentation on Maverick’s historical income statement as a positive value to conform to the Company’s income statement presentation.
Note 3 - PRO FORMA ADJUSTMENTS - OAKTREE TRANSACTION
The unaudited pro forma condensed combined financial information reflects the adjustments listed below for the Oaktree Transaction. These adjustments are expected to have a continuing impact on the combined Company, unless stated otherwise.
(a)Adjustments are for the period April 1, 2024 through June 6, 2024, the date the Oaktree Transaction closed.
(b)Depletion expense associated with the acquired producing properties for the period presented.
(c)Interest expense for the Company’s related $172 million borrowing on its Credit Facility and ABS Warehouse Facility using current interest rates, the issuance of an $83 million note payable to Oaktree and the assumption of Oaktree’s $133 million proportionate share of the ABS VI debt.
(d)Accretion of asset retirement obligation associated with Oaktree’s proportionate working interest in the asset retirement obligations.
(e)Adjustments to the income tax provision reflect the historical and adjusted income (loss) before taxation multiplied by an approximate 24% effective tax rate for the periods presented.
Note 4 - PURCHASE PRICE ALLOCATION & PRO FORMA ADJUSTMENTS - MAVERICK
Maverick Transaction
Statement of Operations
11
Exhibit 99.3
The unaudited pro forma combined statement of operations for the nine months ended September 30, 2025 reflects the adjustments listed below for the Maverick Transaction. These adjustments are expected to have a continuing impact on the combined Company, unless stated otherwise.
(a)Adjustments are for the period January 1, 2025 through March 14, 2025, the date the Maverick Transaction closed.
(b)Represents the incremental depreciation, depletion and amortization expense related to the assets acquired in the Maverick Transaction, which is based on the preliminary purchase price allocation. Depletion was calculated using the unit-of-production method under the successful efforts method of accounting. The depletion expense was adjusted for the revision to the depletion rate reflecting the acquisition costs and the reserves volumes attributable to the acquired oil and gas properties. The pro forma depletion rate attributable to the Maverick Transaction was $4.49 per barrel of oil equivalent.
(c)Represents the net increase to interest expense resulting from the (i) incremental interest expense for borrowings on Diversified’s expanded credit facility to finance the closing of the Maverick Transaction and (ii) incremental interest expense for the amortization of estimated financing costs related to the amendment entered into by Diversified on the closing date of the Maverick Transaction to increase the borrowing base capacity and commitment amounts on Diversified’s revolving credit facility as follows:
| Period | |||||
| (In thousands) | January 1, 2025 - March 14, 2025 | ||||
| Incremental interest expense for borrowings on Diversified's expanded revolving credit facility | (3,590) | ||||
| Incremental interest expense for amortization of expected financing costs | (639) | ||||
| Net transaction accounting adjustments to interest expense | $ | (4,229) | |||
(d)Represents an increase in accretion expense attributable to asset retirement obligations of $297 thousand for the nine months ended September 30, 2025.
(e)Represents the estimated income tax impact of the pro forma adjustments from the Maverick Transaction at the estimated blended federal and state statutory rate of approximately 24% for the nine months ended September 30, 2025. Because the tax rates used for these unaudited pro forma condensed combined financial statements are an estimate, the blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the Maverick Transaction.
(f)The table below represents the calculation of the weighted average shares outstanding and earnings per share included in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025. As the Maverick Transaction is being reflected in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 as if it had occurred on January 1, 2024, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issuable related to the Maverick Transaction have been outstanding for the entire period.
| Nine Months Ended | |||||
| (In thousands, except share and per unit data) | September 30, 2025 | ||||
| Net income (loss), pro forma combined | $ | 200,269 | |||
| Diversified weighted average shares outstanding - basic | 71,634,555 | ||||
| Diversified shares issued in exchange for legacy Maverick shares as part of consideration transferred | 21,194,213 | ||||
| Pro forma weighted average shares outstanding - basic | 92,828,768 | ||||
| Dilutive impact of potential shares | 2,093,445 | ||||
| Pro forma weighted average shares outstanding - diluted | 94,922,213 | ||||
| Earnings attributable to Diversified per share, basic | $ | 2.16 | |||
| Earnings attributable to Diversified per share, diluted | $ | 2.11 | |||
Potentially dilutive shares(1) | 3,062 | ||||
(1)Outstanding share-based payment awards excluded from the diluted EPS calculation because their effect would have been anti-dilutive.
12
Exhibit 99.3
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 reflects the adjustments listed below. These adjustments are expected to have a continuing impact on the combined Company, unless stated otherwise.
(a)Represents the incremental depreciation, depletion and amortization expense related to the assets acquired in the Maverick Transaction, which is based on the preliminary purchase price allocation. Depletion was calculated using the unit-of-production method under the successful efforts method of accounting. The depletion expense was adjusted for the revision to the depletion rate reflecting the acquisition costs and the reserves volumes attributable to the acquired oil and gas properties. The pro forma depletion rate attributable to the Maverick Transaction was $4.49 per barrel of oil equivalent.
(b)Represents the accrual of $20.9 million of transaction costs incurred by Diversified upon closing the Maverick Transaction. These costs are nonrecurring and will not affect Diversified’s statement of operations beyond 12 months after the closing of the Maverick Transaction.
(c)Represents the net increase to interest expense resulting from the (i) incremental interest expense for borrowings on Diversified’s expanded credit facility to finance the closing of the Maverick Transaction and (ii) incremental interest expense for the amortization of estimated financing costs related to the amendment entered into by Diversified on the closing date of the Maverick Transaction to increase the borrowing base capacity and commitment amounts on Diversified’s revolving credit facility as follows:
| Year Ended | |||||
| (In thousands) | December 31, 2024 | ||||
| Incremental interest expense for borrowings on Diversified's expanded revolving credit facility | (17,235) | ||||
| Incremental interest expense for amortization of expected financing costs | (3,067) | ||||
| Net transaction accounting adjustments to interest expense | $ | (20,302) | |||
(d)Represents a decrease in accretion expense attributable to asset retirement obligations of $2 million for the year ended December 31, 2024 due to a downward adjustment in the asset retirement obligation based on its fair value under IFRS.
(e)Represents the estimated income tax impact of the pro forma adjustments from the Maverick Transaction at the estimated blended federal and state statutory rate of approximately 24% for the year ended December 31, 2024. Because the tax rates used for these unaudited pro forma condensed combined financial statements are an estimate, the blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the Maverick Transaction.
(f)The table below represents the calculation of the weighted average shares outstanding and earnings per share included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024. As the Maverick Transaction is being reflected in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 as if it had occurred on January 1, 2024, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issuable related to the Maverick Transaction have been outstanding for the entire year.
| Year Ended | |||||
| (In thousands, except share and per unit data) | December 31, 2024 | ||||
| Net income (loss), pro forma combined | $ | (95,532) | |||
| Diversified weighted average shares outstanding - basic | 48,031,916 | ||||
| Diversified shares issued in exchange for legacy Maverick shares as part of consideration transferred | 21,194,213 | ||||
| Pro forma weighted average shares outstanding - basic | 69,226,129 | ||||
| Dilutive impact of potential shares | 0 | ||||
| Pro forma weighted average shares outstanding - diluted | 69,226,129 | ||||
| Earnings attributable to Diversified per share, basic | $ | (1.38) | |||
| Earnings attributable to Diversified per share, diluted | $ | (1.38) | |||
Potentially dilutive shares(1) | 640,568 | ||||
(1)Outstanding share-based payment awards excluded from the diluted EPS calculation because their effect would have been anti-dilutive.
13
Exhibit 99.3
Note 5 - PURCHASE PRICE ALLOCATION & PRO FORMA ADJUSTMENTS - CANVAS
Canvas Transaction
Statement of Financial Position
The unaudited pro forma condensed combined statement of financial position as of September 30, 2025 reflects the following adjustments for the Canvas Transaction:
(a)The Company accounted for the Canvas Transaction as an asset acquisition in accordance with IFRS 3. The allocation of the purchase price is based upon management’s estimates of and assumptions related to the relative fair value of assets acquired and liabilities assumed as of November 24, 2025.
The tables below represent the value of the total consideration and its allocation to the net assets acquired:
| (In thousands, except share and per unit data) | Diversified Shares Issued(1) | Price per Share(2) | Purchase Price Consideration | ||||||||
| Diversified shares issued to former Canvas unitholders | 3,720,125 | $ | 14.51 | $ | 53,979 | ||||||
| PLUS: Cash consideration to Canvas | 398,534 | ||||||||||
| Preliminary purchase price consideration | $ | 452,513 | |||||||||
(1)The Diversified shares issued consists of the number of shares of Diversified common stock issued to legacy Canvas unitholders on the close date of the Canvas Transaction.
(2)The per share price reflects the closing price per share of Diversified common stock as of November 24, 2025.
| (In thousands) | Preliminary Purchase Price Allocation | ||||
| Assets acquired | |||||
| Non-current assets | |||||
| Natural gas and oil properties, net | $ | 573,748 | |||
| Property, plant and equipment, net | 3,097 | ||||
| Other non-current assets | 913 | ||||
| Current assets | |||||
| Trade receivables, net | 28,608 | ||||
| Cash and cash equivalents | 35,609 | ||||
| Other current assets | 6,920 | ||||
| Total assets acquired | 648,895 | ||||
| Liabilities assumed | |||||
| Non-current liabilities | |||||
Asset retirement obligations(1) | (16,599) | ||||
| Borrowings | (83,509) | ||||
| Deferred tax liability | (43,118) | ||||
| Other non-current liabilities | (616) | ||||
| Current liabilities | |||||
| Trade and other payables | (39,840) | ||||
Other current liabilities(1) | (12,700) | ||||
| Total liabilities assumed | (196,382) | ||||
| Net assets acquired | $ | 452,513 | |||
| Preliminary purchase price consideration | $ | 452,513 | |||
(1)Canvas prepares its financial statements in accordance with U.S. GAAP, while, as previously noted, the Company prepares its financial statements in accordance with IFRS. Accordingly, the Company has adjusted Canvas’ current and non-current asset retirement obligation to conform to IFRS. No other material adjustments were necessary to conform to Diversified’s IFRS
14
Exhibit 99.3
presentation. Additionally, Canvas follows the full cost method of accounting, while the Company uses successful efforts. No material adjustments were necessary to conform to successful efforts.
(b)Represents the adjustment to remove the assets held in the Canvas Rabbi Trust, which were paid to former Canvas employees that participated in the incentive compensation plan.
(c)Represents the adjustment for additional net cash acquired, which consisted of approximately $40 million of cash flows due to Diversified that were earned between the effective date and close date of the transaction and paid as consideration by Canvas, which was reduced by payment of approximately $28 million by Diversified as consideration for the settlement of legacy Canvas unit-based awards under the Canvas incentive compensation plan.
(d)Represents the adjustment for Diversified’s valuation of the acquired deferred tax liability.
(e)Primarily represents the adjustment to establish a liability of approximately $9.7 million related to severance payments owed by Diversified to certain Canvas executive and non-executive legacy employees .
Statement of Operations
The unaudited pro forma combined statement of operations for the nine months ended September 30, 2025 reflects the adjustments listed below for the Canvas Transaction. These adjustments are expected to have a continuing impact on the combined Company, unless stated otherwise.
(a)Represents the adjustment for depreciation, depletion and amortization expense related to the assets acquired in the Canvas Transaction, which is based on the purchase price allocation. Depletion was calculated using the unit-of-production method under the successful efforts method of accounting. The depletion expense was adjusted for the revision to the depletion rate reflecting the acquisition costs and the reserves volumes attributable to the acquired oil and gas properties. The pro forma depletion rate attributable to the Canvas Transaction was $6.87 per barrel of oil equivalent.
(b)Represents the increase to interest expense resulting from the (i) interest expense for borrowings on the newly formed ABS note to fund the Canvas Transaction and (ii) incremental interest expense for borrowings on Diversified’s credit facility to finance the closing of the Canvas Transaction as follows:
| Nine Months Ended | |||||
| (In thousands) | September 30, 2025 | ||||
| Interest expense for borrowings on newly formed ABS Note | (16,086) | ||||
| Incremental interest expense for borrowings on Diversified credit facility | (3,180) | ||||
| Net transaction accounting adjustments to interest expense | $ | (19,266) | |||
(c)Represents an increase in accretion expense attributable to asset retirement obligations of $61 thousand for the nine months ended September 30, 2025 due to an upward adjustment in the asset retirement obligation based on its fair value under IFRS.
(d)Represents the estimated income tax impact of the pro forma adjustments from the Canvas Transaction at the estimated blended federal and state statutory rate of approximately 24% for the nine months ended September 30, 2025. Because the tax rates used for these unaudited pro forma condensed combined financial statements are an estimate, the blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the Canvas Transaction.
(e)The table below represents the calculation of the weighted average shares outstanding and earnings per share included in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025. As the Canvas Transaction is being reflected in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 as if it had occurred on January 1, 2024, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issuable related to the Canvas Transaction have been outstanding for the entire period.
15
Exhibit 99.3
| Nine Months Ended | |||||
| (In thousands, except share and per unit data) | September 30, 2025 | ||||
| Net income (loss), pro forma combined | $ | 200,269 | |||
| Diversified weighted average shares outstanding - basic | 71,634,555 | ||||
| Diversified shares issued in exchange for legacy Canvas shares as part of consideration transferred | 3,720,125 | ||||
| Pro forma weighted average shares outstanding - basic | 75,354,680 | ||||
| Dilutive impact of potential shares | 2,093,445 | ||||
| Pro forma weighted average shares outstanding - diluted | 77,448,125 | ||||
| Earnings attributable to Diversified per share, basic | $ | 2.66 | |||
| Earnings attributable to Diversified per share, diluted | $ | 2.59 | |||
Potentially dilutive shares(1) | 3,062 | ||||
(1)Outstanding share-based payment awards excluded from the diluted EPS calculation because their effect would have been anti-dilutive.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 reflects the adjustments listed below. These adjustments are expected to have a continuing impact on the combined Company, unless stated otherwise.
(a)Represents the adjustment for depreciation, depletion and amortization expense related to the assets acquired in the Canvas Transaction, which is based on the preliminary purchase price allocation. Depletion was calculated using the unit-of-production method under the successful efforts method of accounting. The depletion expense was adjusted for the revision to the depletion rate reflecting the acquisition costs and the reserves volumes attributable to the acquired oil and gas properties. The pro forma depletion rate attributable to the Canvas Transaction was $6.87 per barrel of oil equivalent.
(b)Represents $9.7 million of estimated severance costs payable to certain Canvas employees. These costs are nonrecurring and will not affect Diversified’s statement of operations beyond 12 months after the closing of the Canvas Transaction.
(c)Represents the increase to interest expense resulting from the (i) interest expense for borrowings on the newly formed ABS note to fund the Canvas Transaction and (ii) incremental interest expense for borrowings on Diversified’s credit facility to finance the closing of the Canvas Transaction as follows:
| Year Ended | |||||
| (In thousands) | December 31, 2024 | ||||
| Interest expense for borrowings on newly formed ABS Note | (23,100) | ||||
| Incremental interest expense for borrowings on Diversified credit facility | (4,209) | ||||
| Total transaction accounting adjustments to interest expense | $ | (27,309) | |||
(d)Represents a decrease in accretion expense attributable to asset retirement obligations of $29 thousand for the year ended December 31, 2024.
(e)Represents the estimated income tax impact of the pro forma adjustments from the Canvas Transaction at the estimated blended federal and state statutory rate of approximately 24% for the year ended December 31, 2024. Because the tax rates used for these unaudited pro forma condensed combined financial statements are an estimate, the blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the Canvas Transaction.
(f)The table below represents the calculation of the weighted average shares outstanding and earnings per share included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024. As the Canvas Transaction is being reflected in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 as if it had occurred on January 1, 2024, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issuable related to the Canvas Transaction have been outstanding for the entire year.
16
Exhibit 99.3
| Year Ended | |||||
| (In thousands, except share and per unit data) | December 31, 2024 | ||||
| Net income (loss), pro forma combined | $ | (95,532) | |||
| Diversified weighted average shares outstanding - basic | 48,031,916 | ||||
| Diversified shares issued in exchange for legacy Canvas shares as part of consideration transferred | 3,720,125 | ||||
| Pro forma weighted average shares outstanding - basic | 51,752,041 | ||||
| Dilutive impact of potential shares | 0 | ||||
| Pro forma weighted average shares outstanding - diluted | 51,752,041 | ||||
| Earnings attributable to Diversified per share, basic | $ | (1.85) | |||
| Earnings attributable to Diversified per share, diluted | $ | (1.85) | |||
Potentially dilutive shares(1) | 640,658 | ||||
(1)Outstanding share-based payment awards excluded from the diluted EPS calculation because their effect would have been anti-dilutive.
Note 6 - SUPPLEMENTAL OIL & GAS RESERVE INFORMATION
Estimated Quantities of Proved Oil and Natural Gas Reserves
The following tables present information regarding net proved oil and natural gas reserves attributable to the Company's interests in proved properties as of December 31, 2024, along with a summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2024. The information set forth in the tables regarding historical reserves of the Company is based on proved reserves reports prepared in accordance with Securities and Exchange Commission’s (“SEC”) rules. The Company’s petroleum engineers prepared the proved reserves reports as of December 31, 2024.
In addition, the following tables also set forth information as of December 31, 2024 about the estimated net proved oil and natural gas reserves attributable to the Canvas and Maverick transactions, and the pro forma estimated net proved oil and natural gas reserves as if the Canvas and Maverick transactions had occurred on January 1, 2024. The reserve estimates attributable to the Canvas and Maverick transactions at December 31, 2024 and the summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2024 presented in the table below were prepared in accordance with the authoritative guidance of the SEC on oil and natural gas reserve estimation and disclosures.
Reserve estimates are inherently imprecise and are generally based upon extrapolation of historical production trends, analogy to similar properties and volumetric calculations. Accordingly, reserve estimates are expected to change, and such changes could be material and occur in the near term as future information becomes available.
17
Exhibit 99.3
| Natural Gas (MMcf) | ||||||||||||||
| DEC Historical | Maverick Transaction Adjustments | Canvas Transaction Adjustments | Pro Forma Combined | |||||||||||
| Total proved reserves, beginning of period | 3,200,044 | 753,600 | 222,839 | 4,176,483 | ||||||||||
| Revisions of previous estimates | (212,056) | (54,878) | (11,257) | (278,191) | ||||||||||
| Extensions, discoveries and other additions | 897 | 93,641 | 39,631 | 134,169 | ||||||||||
| Production | (244,298) | (59,982) | (22,860) | (327,140) | ||||||||||
| Purchase of reserves in place | 151,210 | — | 787 | 151,997 | ||||||||||
| Sales of reserves in place | (178) | (97,408) | (1,705) | (99,291) | ||||||||||
| Total proved reserves, end of period | 2,895,619 | 634,973 | 227,435 | 3,758,027 | ||||||||||
| Proved developed reserves | ||||||||||||||
| Beginning of period | 3,184,499 | 611,472 | 201,793 | 3,997,764 | ||||||||||
| End of period | 2,895,619 | 492,381 | 196,625 | 3,584,625 | ||||||||||
| Proved undeveloped reserves: | ||||||||||||||
| Beginning of period | 15,545 | 142,128 | 21,047 | 178,720 | ||||||||||
| End of period | — | 142,592 | 30,810 | 173,402 | ||||||||||
| NGLs (MBbls) | ||||||||||||||
| DEC Historical | Maverick Transaction Adjustments | Canvas Transaction Adjustments | Pro Forma Combined | |||||||||||
| Total proved reserves, beginning of period | 95,701 | 67,198 | 27,543 | 190,442 | ||||||||||
| Revisions of previous estimates | 11,305 | (4,929) | (2,864) | 3,512 | ||||||||||
| Extensions, discoveries and other additions | 32 | 1,840 | 3,920 | 5,792 | ||||||||||
| Production | (5,980) | (4,988) | (2,493) | (13,461) | ||||||||||
| Purchase of reserves in place | 2,413 | — | 62 | 2,475 | ||||||||||
| Sales of reserves in place | — | (5,212) | (139) | (5,351) | ||||||||||
| Total proved reserves, end of period | 103,471 | 53,909 | 26,029 | 183,409 | ||||||||||
| Proved developed reserves | ||||||||||||||
| Beginning of period | 94,391 | 58,240 | 25,091 | 177,722 | ||||||||||
| End of period | 103,471 | 48,161 | 23,127 | 174,759 | ||||||||||
| Proved undeveloped reserves: | ||||||||||||||
| Beginning of period | 1,310 | 8,958 | 2,453 | 12,721 | ||||||||||
| End of period | — | 5,748 | 2,902 | 8,650 | ||||||||||
18
Exhibit 99.3
| Oil (MBbls) | ||||||||||||||
| DEC Historical | Maverick Transaction Adjustments | Canvas Transaction Adjustments | Pro Forma Combined | |||||||||||
| Total proved reserves, beginning of period | 12,616 | 93,957 | 18,796 | 125,369 | ||||||||||
| Revisions of previous estimates | 6,215 | (2,460) | (2,407) | 1,348 | ||||||||||
| Extensions, discoveries and other additions | 33 | 19,590 | 7,322 | 26,945 | ||||||||||
| Production | (1,568) | (7,474) | (2,616) | (11,658) | ||||||||||
| Purchase of reserves in place | 1,228 | — | 29 | 1,257 | ||||||||||
| Sales of reserves in place | — | (3,700) | (214) | (3,914) | ||||||||||
| Total proved reserves, end of period | 18,524 | 99,913 | 20,910 | 139,347 | ||||||||||
| Proved developed reserves | ||||||||||||||
| Beginning of period | 12,380 | 75,237 | 14,639 | 102,256 | ||||||||||
| End of period | 18,524 | 66,175 | 15,260 | 99,959 | ||||||||||
| Proved undeveloped reserves: | ||||||||||||||
| Beginning of period | 236 | 18,720 | 4,157 | 23,113 | ||||||||||
| End of period | — | 33,738 | 5,650 | 39,388 | ||||||||||
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves
The following table presents the standardized measure of discounted future net cash flows relating to the proved oil and natural gas reserves of the Company and the Canvas and Maverick transactions on a pro forma combined basis as of December 31, 2024 as if the Canvas and Maverick transactions had occurred on January 1, 2024. The standardized measure shown below represents estimates only and should not be construed as the current market value of the Company’s estimated oil and natural gas reserves or those acquired estimated oil and natural gas reserves attributable to the Canvas and Maverick transactions.
| December 31, 2024 | ||||||||||||||
| (In thousands) | DEC Historical | Maverick Transaction Adjustments | Canvas Transaction Adjustments | Pro Forma Combined | ||||||||||
| Future cash inflows | $ | 8,600,093 | $ | 9,529,738 | $ | 2,587,461 | $ | 20,717,292 | ||||||
| Future production costs, including taxes | (4,497,171) | (4,017,032) | (1,054,706) | (9,568,909) | ||||||||||
| Future development costs | (2,655,256) | (1,817,586) | (169,895) | (4,642,737) | ||||||||||
| Future income tax expense | (303,892) | (681,965) | (257,927) | (1,243,784) | ||||||||||
| Future net cash flows | 1,143,774 | 3,013,155 | 1,104,933 | 5,261,862 | ||||||||||
| 10% annual discount for estimated timing of cash flows | 253,147 | (1,363,039) | (489,496) | (1,599,388) | ||||||||||
| Standardized Measure | $ | 1,396,921 | $ | 1,650,116 | $ | 615,437 | $ | 3,662,474 | ||||||
The following table sets forth the principal changes in the standardized measure of discounted future net cash flows applicable to estimated net proved oil and natural gas reserves of the Company and the Canvas and Maverick transactions on a pro forma combined basis as of December 31, 2024:
19
Exhibit 99.3
| December 31, 2024 | ||||||||||||||
| (In thousands) | DEC Historical | Maverick Transaction Adjustments | Canvas Transaction Adjustments | Pro Forma Combined | ||||||||||
| Standardized Measure, beginning of year | $ | 1,745,536 | $ | 2,010,348 | $ | 657,456 | $ | 4,413,340 | ||||||
| Sales and transfers of natural gas and oil produced, net of production costs | (374,104) | (329,812) | (216,658) | (920,574) | ||||||||||
| Net changes in prices, production costs, and development costs | (804,229) | (105,735) | (101,312) | (1,011,276) | ||||||||||
| Extensions, discoveries, and other additions, net of future production and development costs | (77,393) | 412,936 | 221,491 | 557,034 | ||||||||||
| Acquisition of reserves in place | 407,175 | — | 1,004 | 408,179 | ||||||||||
| Divestiture of reserves in place | (27) | (125,307) | (4,825) | (130,159) | ||||||||||
| Revisions of previous quantity estimates | (344) | (46,429) | (76,240) | (123,013) | ||||||||||
| Net change in income taxes | 199,303 | (391,368) | 16,452 | (175,613) | ||||||||||
| Changes in estimated future development costs | — | — | — | — | ||||||||||
| Previously estimated development costs incurred during the year | 12,676 | 32,125 | 45,103 | 89,904 | ||||||||||
| Changes in production rates (timing) and other | 56,610 | (8,692) | (9,137) | 38,781 | ||||||||||
| Accretion of discount | 231,718 | 202,050 | 82,103 | 515,871 | ||||||||||
| Standardized Measure, end of year | $ | 1,396,921 | $ | 1,650,116 | $ | 615,437 | $ | 3,662,474 | ||||||
20