UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number: 001-41537

GRANITE RIDGE RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)	1311 (Primary Standard Industrial Classification Code Number)	88-2227812 (I.R.S. Employer Identification Number)

5217 McKinney Ave, Suite 400,

Dallas, TX 75205

(Address of principal executive offices)

(214) 396-2850

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GRNT	New York Stock Exchange
Warrants to purchase Common Stock, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	GRNT WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

⌧

Large accelerated filer ◻

Accelerated filer ◻

Non-accelerated filer ⌧

Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ⌧

At March 3, 2023, there were 133,092,761 shares of our common stock, par value $0.0001, outstanding.

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EXPLANATORY NOTE

Granite Ridge Resources, Inc. (“Granite Ridge” or the “Company”) is filing this Amendment No. 1 on Form 10-Q/A to amend and restate in their entirety the following items of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 as originally filed with the Securities and Exchange Commission on November 14, 2022 (the “Original Form 10-Q”): (i) Item 1 of Part I “Financial Information,” (ii) Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (iii) Item 4 of Part I, “Controls and Procedures,” (iv) Item 1A of Part II, “Risk Factors,” and (v) Item 6 of Part II, “Exhibits,” and we have also updated the signature page, the certifications of the Company’s Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2 and 32, and the Company’s financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101. No other sections were affected, but for the convenience of the reader, this report on Form 10-Q/A restates in its entirety, as amended, our Original Form 10-Q. This report on Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the restatement described below.

The financial statements covered in the Original Form 10-Q and this Amendment No. 1 on Form 10-Q/A presented the financial condition and results of operations of Granite Ridge’s predecessor, Grey Rock Energy Fund III-A, LP and its subsidiaries, Grey Rock Energy Fund III-B, LP, Grey Rock Energy Fund III-B Holdings, L.P. and its subsidiaries, and Grey Rock Preferred Limited Partner III, L.P. (collectively, “Grey Rock Energy Fund III” or the “Predecessor”), which operated the majority of the historical business and was identified as the acquirer and predecessor upon consummation of the business combination on October 24, 2022.

Granite Ridge did not conduct any activity prior to the business combination and the Predecessor became a subsidiary of Granite Ridge upon closing of the various formation transactions completed concurrently with the business combination. The information provided in the Original Form 10-Q and this Amendment No. 1 on Form 10-Q/A only reflects the financial condition and results of operations of the Predecessor as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and 2021. Because the business combination was completed subsequent to the end of the period covered by the Original Form 10-Q and this Amendment No. 1 on Form 10-Q/A, the information provided herein regarding the Predecessor does not include financial or other information regarding the other entities who were parties to the business combination or whose assets became part of the business combination, including Executive Network Partnering Corporation, Grey Rock Energy Fund, LP and its subsidiaries, Grey Rock Energy Fund II, L.P. and its subsidiaries, Grey Rock Energy Fund II-B, LP, Grey Rock Energy Fund II-B Holdings, L.P. and its subsidiaries, and Grey Rock Preferred Limited Partner II, L.P. The condensed combined financial data for the Predecessor is not necessarily indicative of Granite Ridge’s results of operations, cash flows or financial position following the completion of the business combination and related formation transactions

The Company discovered errors in the depletion calculation and that certain acquisitions, initially classified as acquisitions of proved oil and natural gas properties, should have been classified as unproved oil and natural gas properties which overstated depletion expense for the three and nine months ended September 30, 2022. As a result of these errors, on March 6, 2023, the Company filed a report on Form 8-K indicating that the Audit Committee of the Board of Directors of the Company has concluded that the financial statements included in the Original Form 10-Q should no longer be relied upon.

To correct the errors, the Company is hereby restating the previously issued unaudited condensed combined financial statements of the Predecessor as of and for the three and nine month periods ended September 30, 2022, as filed in the Company’s Quarterly Report on Form 10-Q on November 14, 2022.

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PART I – FINANCIAL INFORMATION

Item 1. Condensed Combined Financial Statements.

GREY ROCK ENERGY FUND III

(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

CONDENSED COMBINED BALANCE SHEETS


	(Unaudited)
	As of September 30,		As of December 31,
(in thousands)	2022		2021
ASSETS	As Restated
Current assets:
Cash	$	6,410	$	7,319
Revenue receivable		54,324		32,697
Advances to operators		26,230		37,150
Other assets		4,098		70
Other Receivable		—		469
Derivative assets		4,376		—
Contributions receivable		10		94
Total current assets		95,448		77,799
Property and equipment:
Oil and natural gas properties, successful efforts method		550,163		376,657
Accumulated depletion		(154,220)		(98,266)
Total property and equipment, net		395,943		278,391
Long-term assets:
Derivative assets		812		—
Total long-term assets		812		—
TOTAL ASSETS	$	492,203	$	356,190

LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accrued expenses	$	20,595	$	6,640
Derivative liabilities		3,941		3,953
Credit facilities		—		29,938
Total current liabilities		24,536		40,531
Long-term liabilities:
Derivative liabilities		—		400
Asset retirement obligations		2,243		963
Total long-term liabilities		2,243		1,363
TOTAL LIABILITIES		26,779		41,894

Commitments and contingencies (Note 8)

PARTNERS' CAPITAL
General partner		41,726		15,462
Limited partners		423,698		298,834
Total partners' capital		465,424		314,296
TOTAL LIABILITIES AND PARTNERS' CAPITAL	$	492,203	$	356,190

The accompanying notes are an integral part to these condensed combined financial statements

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GREY ROCK ENERGY FUND III

(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

CONDENSED COMBINED STATEMENTS OF INCOME

(UNAUDITED)


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2022		2021		2022		2021
	As Restated				As Restated
REVENUES
Oil, natural gas, and related product sales, net	$	90,194	$	55,717	$	263,263	$	142,632
EXPENSES
Lease operating expenses		6,368		3,621		15,840		8,407
Production taxes		5,053		2,506		14,628		7,737
Depletion and accretion expense		25,786		15,794		56,447		45,798
General and administrative		1,776		1,764		4,880		4,978
Total expenses		38,983		23,685		91,795		66,920
Net operating income		51,211		32,032		171,468		75,712
OTHER INCOME/(EXPENSE)
Gain/(loss) on derivative contracts		6,082		(6,558)		(19,147)		(18,115)
Interest expense		(476)		(353)		(1,193)		(926)
Total other income/(expense)		5,606		(6,911)		(20,340)		(19,041)
NET INCOME	$	56,817	$	25,121	$	151,128	$	56,671

The accompanying notes are an integral part to these condensed combined financial statements

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GREY ROCK ENERGY FUND III

(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

CONDENSED COMBINED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

(UNAUDITED)


(in thousands)	General Partner		Limited Partners		Total
Balance at December 31, 2021	$	15,462	$	298,834	$	314,296
Net (loss)/income		(29)		27,874		27,845
Carried interest reallocation		7,168		(7,168)		—
Balance at March 31, 2022		22,601		319,540		342,141
Net income		218		66,248		66,466
Carried interest reallocation		11,801		(11,801)		—
Balance at June 30, 2022		34,620		373,987		408,607
Net income (as Restated)		452		56,365		56,817
Carried interest reallocation		6,654		(6,654)		—
Balance at September 30, 2022 (as Restated)	$	41,726	$	423,698	$	465,424


(in thousands)	General Partner		Limited Partners		Total
Balance at December 31, 2020	$	657	$	177,772	$	178,429
Net income		51		15,459		15,510
Balance at March 31, 2021		708		193,231		193,939
Net (loss)/income		(219)		16,259		16,040
Partners' contributions		62		19,938		20,000
Balance at June 30, 2021		551		229,428		229,979
Net (loss)/income		(73)		25,194		25,121
Carried interest reallocation		12,856		(12,856)		—
Balance at September 30, 2021	$	13,334	$	241,766	$	255,100

The accompanying notes are an integral part to these condensed combined financial statements

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GREY ROCK ENERGY FUND III

(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine months ended September 30,
(in thousands)	2022		2021
	As Restated
Operating activities:
Net income	$	151,128	$	56,671
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion and accretion expense		56,447		45,798
Change in unrealized (gain) loss on derivative contracts		(5,600)		11,010
Amortization of loan origination costs		62		31
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
Revenue receivable		(21,627)		(22,941)
Prepaid expenses		(4,028)		-
Other assets		469		(469)
Accrued expenses		2,811		1,800
Net cash provided by operating activities		179,662		91,900

Investing activities:
Acquisition of oil and natural gas properties		(31,258)		(67,012)
Proceeds from the disposal of oil and natural gas properties		741		3,041
Refund of advances to operators		971		2,298
Development of oil and gas properties		(121,109)		(63,113)
Net cash used in investing activities		(150,655)		(124,786)

Financing activities:
Proceeds from borrowings on credit facilities		16,000		46,000
Repayments of borrowings on credit facilities		(46,000)		(22,000)
Partners’ contributions, net of change in contributions receivable		84		20,074
Net cash (used in)/provided by financing activities		(29,916)		44,074

Net (decrease)/increase in cash		(909)		11,188
Cash at beginning of period		7,319		2,638
Cash at end of period	$	6,410	$	13,826

Supplemental disclosure of cash flow information:
Cash paid during the year for interest	$	317	$	392
Supplemental disclosure of non-cash investing activities:
Oil and natural gas property development costs in accrued expenses	$	15,757	$	561
Acquired and assumed asset retirement obligations	$	633	$	—
Revision of asset retirement costs	$	507	$	—
Advances to operators applied to development of oil and natural gas properties	$	54,147	$	24,880

The accompanying notes are an integral part to these condensed combined financial statements

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

SEPTEMBER 30, 2022

(UNAUDITED)

1.Organization and nature of operations

Organization

Granite Ridge Resources, Inc. (“Granite Ridge” the “Company” or the “Successor”) is a Delaware corporation, initially formed in May 2022, whose common stock and warrants are listed and traded on the New York Stock Exchange (“NYSE”). The Company was created for the purpose of the Business Combination (as defined below), and following the Business Combination, for the purpose of purchasing non-operated oil and natural gas assets in multiple basins in North America, and realizing profits through participation in oil and natural gas wells.

On October 24, 2022, the Business Combination closed and was accounted for as a reverse recapitalization and Grey Rock Energy Fund III (as defined below) has been determined to be the accounting acquirer and predecessor (as defined below). The information provided in this Quarterly Report on Form 10-Q/A only reflects the financial condition and results of operations of the Predecessor.

The financial information for the Predecessor for such periods does not reflect the material changes to the business as a result of the Business Combination. Accordingly, the financial information for the Predecessor is not necessarily indicative of Granite Ridge’s results of operations, cash flows or financial position following the completion of the Business Combination.

Nature of operations

Grey Rock Energy Fund III-A, LP (“Grey Rock III-A”) was formed on March 14, 2018 as a Delaware limited partnership and commenced operations on April 19, 2018. Grey Rock III-A was created for the purpose of purchasing non-operated oil and natural gas assets in multiple basins in North America, and realizing profits through participation in oil and natural gas wells.

Grey Rock Energy Fund III-B Holdings, LP (“Grey Rock III-B Holdings”) was formed on March 14, 2018, as a Delaware limited partnership and commenced operations on April 19, 2018. Grey Rock III-B Holdings was created for the purpose of purchasing non-operated oil and natural gas assets in multiple basins in North America, realizing profits through participation in oil and natural gas wells, and granting net profits interest in oil and natural gas assets to Grey Rock III-B (as defined below), a related party, in accordance with its limited partnership agreement.

Grey Rock Energy Fund III-B, LP (the “Grey Rock III-B”) was formed on March 14, 2018 as a Delaware limited partnership and commenced operations on April 19, 2018. Grey Rock III-B was created for the purpose of acquiring net profits interests in oil and natural gas assets from Grey Rock III-B Holdings, a related party, in multiple basins in North America, in accordance with its limited partnership agreement.

Grey Rock Preferred Limited Partner III, LP (“Grey Rock PLP III”) was formed on March 14, 2018, as a Delaware limited partnership and commenced operations on April 19, 2018. Grey Rock PLP III was created for the purpose of holding limited partnership interests in Grey Rock III-B, a related party.

Collectively, Grey Rock III-A, Grey Rock III-B Holdings, Grey Rock III-B and Grey Rock PLP III are known as the “Partnership”, “Grey Rock Energy Fund III”, “Fund III”, or “Predecessor”.

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

SEPTEMBER 30, 2022

(UNAUDITED) Continued

Grey Rock Energy Partners GP III-A, LP, a Delaware limited partnership (the “Fund III-A General Partner”), acts as general partner of Grey Rock III-A. Grey Rock Energy Partners GP III-B, LP, a Delaware limited partnership (the “Fund III-B General Partner”), acts as general partner of Grey Rock III-B Holdings and Grey Rock III-B. Grey Rock Energy Management, LLC, a Delaware limited liability company (the “Management Company”), serves as investment manager to the Partnership.

The term of the Partnership is up to nine years. The investment term is three years and may be extended by the General Partner, in its sole discretion, for an additional one-year term. The harvest period is four years and may be extended by the General Partner, in its sole discretion, for an additional one-year term, and thereafter, by the General Partner, with the consent of a majority-in- interest of the limited partners, for additional, successive one-year terms to allow for an orderly dissolution and liquidation of the Partnership.

The Partnership and certain other funds affiliated with Management Company formed GREP Holdings, LLC, a Delaware limited liability company (“GREP”), who entered into a business combination agreement (“BCA”) on May 16, 2022 with Executive Network Partnering Corporation (“ENPC”), a Delaware corporation and NYSE publicly traded special purpose acquisition company, Granite Ridge Resources, Inc., a Delaware corporation (“Granite Ridge”), ENPC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Granite Ridge (“ENPC Merger Sub”), and GREP Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Granite Ridge (“GREP Merger Sub”), pursuant to which (i) ENPC Merger Sub merged with and into ENPC (the “ENPC Merger”), with ENPC surviving the ENPC Merger as a wholly-owned subsidiary of Granite Ridge; and (ii) GREP Merger Sub merged with and into GREP (the “GREP Merger”), with GREP surviving the GREP Merger as a wholly-owned subsidiary of Granite Ridge (the transactions contemplated by the foregoing clauses (i) and (ii), the “Business Combination”). The BCA provided that in connection with the Business Combination, the members of GREP would receive common stock of Granite Ridge in the business combination, valued at approximately $1.3 billion on May 16, 2022, upon the execution of the BCA. The Business Combination closed on October 24, 2022.

2.Summary of significant accounting policies

Principles of Combination

The accompanying condensed combined financial statements include the accounts of Grey Rock III-A, Grey Rock III-B Holdings, Grey Rock III-B and Grey Rock PLP III all of which share common ownership and management. All inter-entity balances and transactions have been eliminated in combination.

Basis of Presentation

The condensed combined balance sheet as of December 31, 2021 was derived from the audited combined financial statements, and the unaudited interim condensed combined financial statements as of September 30, 2022 and for the three and nine month periods ended September 30, 2022 and 2021, provided herein have been prepared in accordance with the instructions for the Securities and Exchange Commission’s (“SEC’s”) Form 10-Q and Article 10 of Regulation S-X.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to rules and regulations of the SEC. However, in the Partnership’s opinion, the disclosures made therein are adequate to make the information presented not misleading. The Partnership believes these condensed combined financial statements include all normal recurring adjustments necessary to fairly present the results of the interim periods. The condensed combined statements of income for the three and nine months ended September 30, 2022 and the condensed

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

SEPTEMBER 30, 2022

(UNAUDITED) Continued

combined results of cash flows for the nine months ended September 30, 2022 are not necessarily indicative of the combined statements of income and results of cash flows that might be expected for the entire year. These condensed combined financial statements and the accompanying notes should be read in conjunction with the audited combined financial statements and the notes thereto for the year ended December 31, 2021. The Partnership operates in a single operating and reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Partnership’s chief operating decision maker allocates resources and assesses performance based upon financial information at the Partnership level.

Restatement of Previously Issued Condensed Combined Financial Statements

On November 14, 2022, Granite Ridge filed a Quarterly Report on Form 10-Q reflecting the financial condition and results of operations of Fund III as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and 2021. Fund III operated the majority of the historical business and was identified as the acquirer and Predecessor upon consummation of the business combination on October 24, 2022. Since the business combination was completed subsequent to the end of the period covered by this Quarterly Report on Form 10-Q/A, the information provided regarding the Predecessor did not include financial or other information regarding the other entities who were parties to the business combination or whose assets became part of the business combination.

In connection with the preparation of the consolidated financial statements for the year ended December 31, 2022, the Company identified errors in its previously filed unaudited condensed combined financial statements of the Predecessor as of September 30, 2022 and for the three and nine months ended September 30, 2022. The Company discovered errors in the depletion calculation and that certain acquisitions, initially classified as acquisitions of proved oil and natural gas properties, should have been classified as unproved oil and natural gas properties which overstated depletion expense for the three and nine months ended September 30, 2022. Depletion expense for Fund III was overstated by $14.1 million for the three and nine months ended September 30, 2022.

In connection with these errors, the Company is restating the previously issued unaudited condensed combined financial statements of the Predecessor as of and for the three and nine month periods ended September 30, 2022, as filed in the Company’s Quarterly Report on Form 10-Q on November 14, 2022. The restatement does not impact the Company’s current or historical reported revenue, liquidity, cash and cash equivalents or cash flows from (used in) operating, investing or financing activities.

The Company’s financial statements as of and for the three and nine months ended September 30, 2022 included in this Form 10-Q/A have been restated to correct the errors as follows:

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

SEPTEMBER 30, 2022

(UNAUDITED) Continued

Condensed Combined Balance Sheet


	As of September 30, 2022
(in thousands)	As Previously Reported	Adjustments	As Restated
ASSETS
Current assets:
Cash	$6,410	$-	$6,410
Revenue receivable	54,324	-	54,324
Advances to operators	26,230	-	26,230
Other assets	4,098	-	4,098
Other Receivable	-	-	-
Derivative assets	4,376	-	4,376
Contributions receivable	10	-	10
Total current assets	95,448	-	95,448
Property and equipment:
Oil and natural gas properties, successful efforts method	550,163		550,163
Accumulated depletion	(168,302)	14,082	(154,220)
Total property and equipment, net	381,861	14,082	395,943
Long-term assets:
Derivative assets	812	-	812
Total long-term assets	812	-	812
TOTAL ASSETS	$ 478,121	$ 14,082	$ 492,203

LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accrued expenses	$ 20,595	$ -	$ 20,595
Derivative liabilities	3,941	-	3,941
Credit facilities	-	-	-
Total current liabilities	24,536	-	24,536
Long-term liabilities:
Derivative liabilities	-	-	-
Asset retirement obligations	2,243	-	2,243
Total long-term liabilities	2,243	-	2,243
TOTAL LIABILITIES	26,779	-	26,779

Commitments and contingencies (Note 8)

Partners' capital:
General partner	41,614	112	41,726
Limited partners	409,728	13,970	423,698
Total partners' capital	451,342	14,082	465,424
TOTAL LIABILITIES AND EQUITY	$ 478,121	$ 14,082	$ 492,203

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

SEPTEMBER 30, 2022

(UNAUDITED) Continued

Condensed Combined Statements of Operations


	Three months ended September 30, 2022			Nine months ended September 30, 2022
(in thousands)	As Previously Reported	Adjustments	As Restated	As Previously Reported	Adjustments	As Restated
REVENUES
Oil, natural gas, and related product sales, net	$ 90,194	$ -	$ 90,194	$ 263,263	$ -	$ 263,263
EXPENSES
Lease operating expenses	6,368	-	6,368	15,840	-	15,840
Production taxes	5,053	-	5,053	14,628	-	14,628
Depletion and accretion expense	39,868	(14,082)	25,786	70,529	(14,082)	56,447
General and administrative	1,776	-	1,776	4,880	-	4,880
Total expenses	53,065	(14,082)	38,983	105,877	(14,082)	91,795
Net operating income	37,129	14,082	51,211	157,386	14,082	171,468
OTHER INCOME/(EXPENSE)
Gain/(loss) on derivative contracts	6,082	-	6,082	(19,147)	-	(19,147)
Interest expense	(476)	-	(476)	(1,193)	-	(1,193)
Total other income/(expense)	5,606	-	5,606	(20,340)	-	(20,340)
NET INCOME	$ 42,735	$ 14,082	$ 56,817	$ 137,046	$ 14,082	$ 151,128

Condensed Combined Statements of Changes in Partners’ Capital


(in thousands)	General Partner	Limited Partners	Total
Net income (As Previously Reported)	$ 340	$ 42,395	$ 42,735
Adjustments	112	13,970	14,082
Net income (As Restated)	$ 452	$ 56,365	$ 56,817

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

SEPTEMBER 30, 2022

(UNAUDITED) Continued

Condensed Combined Statements of Cash Flows


	Nine months ended September 30, 2022
(in thousands)	As Previously Reported	Adjustments	As Restated
Operating activities:
Net income	$ 137,046	$ 14,082	$ 151,128
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion and accretion expense	70,529	(14,082)	56,447
Change in unrealized (gain) loss on derivative contracts	(5,600)	-	(5,600)
Amortization of loan origination costs	62	-	62
Increase (decrease) in cash attributable to changes in operating assets and liabilities:			-
Revenue receivable	(21,627)	-	(21,627)
Prepaid expenses	(4,028)	-	(4,028)
Other assets	469	-	469
Accrued expenses	2,811	-	2,811
Net cash provided by operating activities	$ 179,662	-	$ 179,662

The remainder of the notes to the condensed combined financial statements have been updated and restated, as applicable, to reflect the impacts of the restatement described above.

Fair Value

The Partnership has adopted and follows Accounting Standard Codification (“ASC”) 820, Fair Value Measurements and Disclosures, for measurement and disclosures about fair value. ASC 820 establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:

Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

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(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

SEPTEMBER 30, 2022

(UNAUDITED) Continued

As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The carrying amounts of the Partnership’s financial assets and liabilities, such as due from related parties, revenue receivable, related party payable, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.

Revenue Receivable

Revenue receivable is comprised of accrued natural gas and crude oil sales. The operators remit payment for production directly to the Partnership. There have been no credit losses to date. In the event of complete non-performance by the Partnership’s customers, the maximum exposure to the Partnership is the outstanding revenue receivable balance at the date of non-performance. The Partnership writes off specific accounts receivable when they become uncollectible. For the three and nine months ended September 30, 2022 and 2021, the Partnership had no bad debt expense, and did not record an allowance for doubtful accounts.

Other Assets

Other assets are comprised of payments made in advance for services deemed to have future value to the Partnership and fees that were capitalized in connection to the Business Combination. Capitalized fees were $4,098 thousand and zero as of September 30, 2022 and December 31, 2021, respectively. Prepaid expenses were zero and $70 thousand as of September 30, 2022 and December 31, 2021, respectively.

Revenue Recognition

The Partnership’s revenues are primarily derived from its interests in the sale of oil and natural gas production. The Partnership recognizes revenue from its interests in the sales of oil and natural gas in the period that its performance obligations are satisfied.

Performance obligations are satisfied when the customer obtains control of product and when the Partnership has no further obligations to perform related to the sale. The Partnership receives payment from the sale of oil and natural gas production from one to three months after delivery. The transaction price is variable as it is based on market prices for oil and natural gas, less revenue deductions such as gathering, transportation and compression costs. Management has determined that the variable revenue constraint is overcome at the date control passes to the customer since the variable consideration to be received can be reasonably estimated based on daily market prices and historical transportation charges. At the end of each month, amounts due from customers are accrued in revenue receivable in the balance sheets. Variances between the Partnership’s estimated revenue and actual payments are recorded in the month the payment is received; however, differences have been and are insignificant.

The Partnership does not disclose the value of unsatisfied performance obligations under its contracts with customers as it applies the practical expedient in accordance with ASC 606. The expedient, as described in ASC 606-10-50-14(a), applies to variable consideration that is recognized as control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required.

A wellhead imbalance liability equal to the Partnership’s share is recorded to the extent that the Partnership’s well operators have sold volumes in excess of its share of remaining reserves in an underlying property. However, in each of the three

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(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

SEPTEMBER 30, 2022

(UNAUDITED) Continued

and nine months ended September 30, 2022 and 2021, the Partnership’s oil and natural gas production was in balance, meaning its cumulative portion of oil and natural gas production taken and sold from wells in which it has an interest equaled its entitled interest in oil and natural gas production from those wells.

Non-operated crude oil and natural gas revenues – The Partnership’s proportionate share of production from non-operated properties is generally marketed at the discretion of the operators. For non-operated properties, the Partnership receives a net payment from the operator representing its proportionate share of sales proceeds which is net of transportation and production tax costs incurred by the operator, if any. Such non-operated revenues are recognized at the net of transportation costs which is the amount of proceeds to be received by the Partnership during the month in which production occurs and it is probable the Partnership will collect the consideration it is entitled to receive. Proceeds are generally received by the Partnership within one to three months after the month in which production occurs. The Partnership’s disaggregated revenue has two revenue sources, which are oil sales, and natural gas and NGL sales. Oil sales for the three months ended September 30, 2022 and 2021 were approximately $61,607 thousand and $40,376 thousand, respectively. Natural gas and NGL sales for the three months ended September 30, 2022 and 2021 were approximately $28,587 thousand and $15,341 thousand, respectively. Oil sales for the nine months ended September 30, 2022 and 2021 were approximately $197,332 thousand and $104,700 thousand, respectively. Natural gas and NGL sales for the nine months ended September 30, 2022 and 2021 were approximately $65,931 thousand and $37,932 thousand, respectively.

Substantially all of the Partnership’s oil and natural gas sales currently come from four geographic areas in the United States: the Eagle Ford Basin (Texas), the Permian Basin (Texas), the Denver-Julesburg “DJ” Basin (Colorado) and the Bakken Basin (Montana/North Dakota). The following tables present the disaggregation of the Partnership’s oil revenues and natural gas and NGL revenues by basin for the three and nine months ended September 30, 2022 and 2021.


	Three months ended September 30, 2022
(in thousands)	Eagle Ford		Permian		Denver-Julesberg		Bakken

Revenues	$	11,891	$	65,997	$	8,271	$	4,035


	Three months ended September 30, 2021
(in thousands)	Eagle Ford		Permian		Denver-Julesberg		Bakken

Revenues	$	4,575	$	39,252	$	10,726	$	1,164


	Nine months ended September 30, 2022
(in thousands)	Eagle Ford		Permian		Denver-Julesberg		Bakken

Revenues	$	35,978	$	186,853	$	30,370	$	10,062


	Nine months ended September 30, 2021
(in thousands)	Eagle Ford		Permian		Denver-Julesberg		Bakken

Revenues	$	22,002	$	97,926	$	19,801	$	2,903

Income Taxes

Because the Partnership is a limited partnership, the income or loss of the Partnership for federal and state income tax purposes is generally allocated to the partners in accordance with the Partnership’s formation documents, and it is the responsibility of the partners to report their share of taxable income or loss on their separate income tax returns.

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(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

SEPTEMBER 30, 2022

(UNAUDITED) Continued

Accordingly, no recognition has been given to federal or state income taxes in the accompanying condensed combined financial statements.

The Partnership is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit previously recognized results in the Partnership recording a tax liability that reduces ending partners’ capital. Based on its analysis, the Partnership has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2022 and December 31, 2021. However, the Partnership’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

The Partnership recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest or penalties were recognized for the three and nine months ended September 30, 2022 and 2021.

The Partnership files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. Generally, the Partnership is subject to income tax examinations by major taxing authorities during the period since inception.

The Partnership may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Partnership’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Reclassifications

Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

Use of Estimates

The preparation of the condensed combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed combined financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates of reserves are used to determine depletion and to conduct impairment analysis. Estimating reserves is inherently uncertain, including the projection of future rates of production and the timing of development expenditures. Additional significant estimates include impairment testing, derivative instruments and hedging activity, and asset retirement obligations. Actual results could differ from those estimates.

Recently Issued and Applicable Accounting Pronouncements

The FASB issued ASU No. 2016-02, “Leases (Topic 842)” which requires all leases greater than one year to be recognized as assets and liabilities. This ASU also expands the required quantitative and qualitative disclosures surrounding leases. Oil and gas leases are excluded from the guidance. The Partnership adopted this ASU on January 1, 2022, and there was no material impacts to the condensed combined financial statements.

The FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which introduces guidance for estimating credit losses on certain types of financial

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(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

SEPTEMBER 30, 2022

(UNAUDITED) Continued

instruments based on expected losses and the timing of the recognition of such losses. This guidance becomes effective beginning on January 1, 2023, however, the impact is not expected to be material.

3.Derivative instruments

From time to time, the Partnership may utilize derivative contracts in connection with its oil and natural gas operations to provide an economic hedge of the Partnership’s exposure to commodity price risk associated with anticipated future oil and natural gas production. The Partnership does not hold or issue derivative financial instruments for trading purposes. These derivative contracts consist of fixed price collar options and producer 3-way option contracts. The Partnership typically hedges approximately 50% to 75% of expected oil and natural gas production from the underlying entities for 12 to 24 months in the future. The Partnership’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risk of commodity prices. In addition to its primary underlying risk, the Partnership is also subject to additional counterparty risk due to the inability of its counterparties to meet the terms of their contracts.

Derivative Contracts

The Partnership has not designated its derivative instruments as hedges for accounting purposes. Cash and non-cash changes in fair value are included in gain or loss on derivative contracts in the condensed combined statements of income. Derivative assets are included within current and noncurrent assets in the condensed combined balance sheets as of September 30, 2022. Derivative liabilities are included within current liabilities in the condensed combined balance sheets as of September 30, 2022. Derivative assets and liabilities are included within current and noncurrent liabilities in the condensed combined balance sheets as of December 31, 2021.

Collar and Producer 3-way Option Contracts

A collar option is established with the sale of a short call option and the purchase of a long put option set to expire at a predetermined date in the future. The options give the owner the right but not the obligation to exercise the option at the expiration date.

A producer 3-way contract, like a collar option, is established with the sale of a short call option and the purchase of a long put option set to expire at a predetermined date in the future. However, the producer 3-way contract also includes the sale of a short put option set to expire at a predetermined date in the future. The options give the owner the right but not the obligation to exercise the option at the expiration date.

The fair value of open collar options and producer 3-way contracts reported in the condensed combined balance sheets may differ from that which would be realized in the event the Partnership terminated its position in the contract. Risks may arise as a result of the failure of the counterparty to the option contract to comply with the terms of the option contract. The loss incurred by the failure of counterparties is generally limited to the aggregate fair value of option contracts in an unrealized gain position as well as any collateral posted with the counterparty.

The Partnership considers the creditworthiness of each counterparty to an option contract in evaluating potential credit risk. Additionally, risks may arise from unanticipated movements in the fair value of the underlying investments.

The Partnership has master netting agreements on individual derivative instruments with certain counterparties and therefore certain amounts may be presented on a net basis in the condensed combined balance sheets.

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

SEPTEMBER 30, 2022

(UNAUDITED) Continued

Volume of Derivative Activities

At September 30, 2022, the volume of the Partnership’s derivative activities based on their volume (crude oil is presented in Bbl and natural gas is presented in Mcf) and contract prices, categorized by primary underlying risk, are as follows:


			Contract Prices
Period	Type of Contract	(Volume/Month)	Range	Weighted Average
Oct 2022 – Dec 2023	Producer 3-way (crude oil)	34,413 – 612	$113.10 – $40.00		$75.16
Oct 2022 – Dec 2022	Collar (crude oil)	33,886 – 5,448	$112.75 – $85.00		$97.24
Nov 2022 – Mar 2023	Producer 3-way (natural gas)	128,912 – 3,813	$8.44 – $3.00		$5.13
Nov 2022 – Jun 2023	Collar (natural gas)	90,941 – 11,036	$9.05 – $2.90		$5.48

Impact of Derivatives on the Condensed Combined Balance Sheets and Condensed Combined Statements of Income.

The following table identifies the fair value amounts of derivative instruments included in the accompanying condensed combined balance sheets as derivative assets and liabilities categorized by primary underlying risk, at September 30, 2022.


	September 30, 2022				September 30, 2022
	Derivative assets				Derivative liabilities
(in thousands)	Current portion		Noncurrent portion		Current portion		Noncurrent portion
Primary underlying risk
Commodity price
Crude oil	$	4,581	$	812	$	(1,865)	$	—
Natural gas		(205)		—		(2,076)		—
Total	$	4,376	$	812	$	(3,941)	$	—

The following tables identify the net gain/(loss) amounts included in the accompanying condensed combined statements of income as gain/(loss) on derivative contracts for the three and nine months ended September 30, 2022.


	Three months ended September 30, 2022
(in thousands)	Realized loss		Change in unrealized gain/(loss)		Total
Primary underlying risk
Commodity price
Crude oil	$	(4,971)	$	16,571	$	11,600
Natural gas		(4,360)		(1,158)		(5,518)
Total	$	(9,331)	$	15,413	$	6,082

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(PREDECESSOR TO GRANITE RIDGE RESOURCES, INC.)

SEPTEMBER 30, 2022

(UNAUDITED) Continued


	Nine months ended September 30, 2022
(in thousands)	Realized loss		Change in unrealized gain/(loss)		Total
Primary underlying risk
Commodity price
Crude oil	$	(15,388)	$	7,404	$	(7,984)
Natural gas		(9,359)		(1,804)		(11,163)
Total	$	(24,747)	$	5,600	$	(19,147)

The following table identifies the fair value amounts of derivative instruments included in the accompanying condensed combined balance sheets as derivative liabilities categorized by primary underlying risk, at December 31, 2021.


	December 31, 2021				December 31, 2021
	Derivative assets					Derivative liabilities
(in thousands)	Current portion		Noncurrent portion		Current portion		Noncurrent portion
Primary underlying risk
Commodity price
Crude oil	$	—	$	—	$	(3,465)	$	(411)
Natural gas		—		—		(488)		11
Total	$	—	$	—	$	(3,953)	$	(400)


	Three months ended September 30, 2021
(in thousands)	Realized loss		Change in unrealized gain/(loss)		Total
Primary underlying risk
Commodity price
Crude oil	$	(2,324)	$	721	$	(1,603)
Natural gas		(1,635)		(3,320)		(4,955)
Total	$	(3,959)	$	(2,599)	$	(6,558)

		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Condensed Combined Financial Statements (Unaudited) (Predecessor)	1
	Condensed Combined Balance Sheets (Unaudited)	1
	Condensed Combined Statements of Income (Unaudited)	2
	Condensed Combined Statements of Changes in Partners’ Capital (Unaudited)	3
	Condensed Combined Statements of Cash Flows (Unaudited)	4
	Notes to Condensed Combined Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39

Item 4.	Controls and Procedures	39

PART II - OTHER INFORMATION		42

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Defaults Upon Senior Securities	43

Item 4.	Mine Safety Disclosures	43

Item 5.	Other Information	43

Item 6.	Exhibits	43

Signatures		46