Sable Offshore Corp. (SOC): auditor change — Sable Offshore Corp. completes SPAC merger, acquires Exxon's Santa Ynez assets, raises $440M PIPE

On February 14, 2024 the Audit Committee dismissed Marcum LLP (“Marcum”), Flame’s independent registered public accounting firm prior to the Business Combination, as the Company’s independent registered public accounting firm effective immediately following the filing of the Company’s annual report on Form 10-K for the year ended December 31, 2023, which will include audited financial statements for the year ended December 31, 2023, consisting only of the accounts of the pre-Business Combination special purpose acquisition company, Flame.

on February 14, 2024, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.

On the Closing Date, in connection with the consummation of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing (the “A&R Charter”)

As a result of the Business Combination, the Company ceased to be a shell company.

and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing.

Loan Agreement”), pursuant to which SOC agreed to pay to Exxon, on or before the payment due date, $622,886,982. The Term Loan Agreement, among other things: • provides for a $606,250,000 term loan before certain specified purchase price adjustments; • will bear interest at ten percent (10.0%) per annum (computed on a 360-day year); • provides that, unless the

Pursuant to the Merger Agreement, on February 14, 2024, (i) Holdco merged with and into Flame, with Flame surviving such merger (the “Holdco Merger”) and (ii) SOC merged with and into Flame, with Flame surviving such merger (the “SOC Merger” and, together with the Holdco Merger, the “Mergers” and, along with the other transactions contemplated by the Merger Agreement, the “Business Combination”).

Flame entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 2, 2022 (as amended on December 22, 2022 and June 30, 2023), with Sable Offshore Corp., a Texas corporation (“SOC”), and Sable Offshore Holdings LLC, a Delaware limited liability company and parent company of SOC (“Holdco” and together with SOC, “Legacy Sable”).