EXHIBIT 99.2


MANAGEMENT'S REPORT


Management’s Responsibility on Financial Statements


The consolidated financial statements of TransGlobe Energy Corporation were prepared by management within acceptable limits of materiality and are in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.  Management is responsible for ensuring that the financial and operating information presented in this annual report is consistent with that shown in the consolidated financial statements.


The consolidated financial statements have been prepared by management in accordance with the accounting policies as described in the notes to the consolidated financial statements.  Timely release of financial information sometimes necessitates the use of estimates when transactions affecting the current accounting period cannot be finalized until future periods.  When necessary, such estimates are based on informed judgments made by management.


To ensure the integrity of the consolidated financial statements, we carefully select and train qualified personnel.  We also ensure our organizational structure provides appropriate delegation of authority and division of responsibilities.  Our policies and procedures are communicated throughout the organization and include a written Code of Conduct that applies to all employees, including the Chief Executive Officer and Chief Financial Officer.


Deloitte LLP, an independent registered public accounting firm appointed by the shareholders, has conducted an examination of the corporate and accounting records in order to express their opinion on the consolidated financial statements.  The Audit Committee, consisting of three independent directors, has met with representatives of Deloitte LLP and management in order to determine if management has fulfilled its responsibilities in the preparation of the consolidated financial statements.  The Board of Directors has approved the consolidated financial statements.


Management’s Report On Internal Control Over Financial Reporting


Management has designed and maintains an appropriate system of internal controls to provide reasonable assurance that all assets are safeguarded and financial records are properly maintained to facilitate the preparation of consolidated financial statements for reporting purposes.  Management’s evaluation concluded that the internal control over financial reporting was effective as of December 31, 2016 .


Signed by:“Ross G. Clarkson”“Randy C. Neely”Ross G. ClarksonRandy C. NeelyPresident & Chief Executive OfficerVice President, Finance & Chief Financial OfficerMarch 6, 2017

















20161


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders of TransGlobe Energy Corporation


We have audited the accompanying consolidated financial statements of TransGlobe Energy Corporation and subsidiaries (the “Company”), which comprise the consolidated balance sheets as at December 31, 2016 and December 31, 2015, and the consolidated statements of earnings and comprehensive income, consolidated statements of changes in shareholders’ equity, and consolidated statements of cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.


Management’s Responsibility for the Consolidated Financial Statements


Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.


Auditor’s Responsibility


Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.





An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.





We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.


Opinion


In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and subsidiaries as at December 31, 2016 and December 31, 2015, and their financial performance and their cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.


Other Matter


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 6, 2017 expressed an unqualified opinion on the Company’s internal control over financial reporting.








/s/   Deloitte LLP


Chartered Professional Accountants


March 6, 2017


Calgary, Canada








22016


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders of TransGlobe Energy Corporation


We have audited the internal control over financial reporting of TransGlobe Energy Corporation and subsidiaries (the “Company”) as of December 31, 2016, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.


Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.


We have also audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2016 of the Company and our report dated March 6, 2017 expressed an unmodified/unqualified opinion on those financial statements.








/s/   Deloitte LLP





Chartered Professional Accountants


March 6, 2017


Calgary, Canada








20163


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Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss)


(Expressed in thousands of U.S. Dollars, except per share amounts)


Notes20162015REVENUEPetroleum and natural gas sales, net of royalties8$63,134$92,212Finance revenue967368363,80792,895EXPENSESProduction and operating40,32352,696Transportation costs12—Selling costs108754,557General and administrative17,55521,336Foreign exchange (gain) loss3,607(11,613)Finance costs96,0686,274Depletion, depreciation and amortization1729,17742,875Realized derivative loss on commodity contracts956688Unrealized (gain) loss on financial instruments227,0276,615Impairment loss16, 1733,42685,373Loss on corporate dispositions24—252139,026209,053Earnings (loss) before income taxes(75,219)(116,158)Income tax expense (recovery) – current1515,45525,483– deferred15(3,009)(36,041)12,446(10,558)NET EARNINGS (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE YEAR$(87,665)$(105,600)Earnings (loss) per share27Basic$(1.21)$(1.44)Diluted$(1.21)$(1.44)


See accompanying notes to the Consolidated Financial Statements.





42016


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Consolidated Balance Sheets


(Expressed in thousands of U.S. Dollars)


As atAs atNotesDecember 31, 2016December 31, 2015ASSETSCurrentCash and cash equivalents11$31,468$126,910Restricted cash1318,323—Accounts receivable714,83622,929Prepaids and other1,7723,206Product inventory1419,60217,28786,001170,332Non-CurrentRestricted cash13—860Deferred financing costs21—724Intangible exploration and evaluation assets16105,869122,020Property and equipmentPetroleum and natural gas assets17210,027156,597Other assets174,2454,967$406,142$455,500LIABILITIESCurrentAccounts payable and accrued liabilities20$24,529$16,497Convertible debentures2272,655—Current portion of note payable215,581—102,76516,497Non-CurrentNote payable215,581—Convertible debentures22—63,848Asset retirement obligation1812,099—Deferred taxes15—3,009Other long-term liabilities381462120,82683,816SHAREHOLDERS’ EQUITYShare capital25152,084152,084Contributed surplus22,69521,398Retained earnings110,537198,202285,316371,684$406,142$455,500


See accompanying notes to the Consolidated Financial Statements.


Approved on behalf of the Board:


Signed by:


“Ross G. Clarkson”“Fred J. Dyment”Ross G. ClarksonFred J. DymentPresident and CEO,DirectorDirector











20165


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Consolidated Statement of Changes in Shareholders’ Equity


(Expressed in thousands of U.S. Dollars)


Notes20162015Share CapitalBalance, beginning of year25$152,084$164,006Purchase of common shares25—(12,221)Stock options exercised25—208Transfer from contributed surplus on exercise of options25—91Balance, end of year$152,084$152,084Contributed SurplusBalance, beginning of year$21,398$19,427Share-based compensation expense261,2972,062Transfer to share capital on exercise of options—(91)Balance, end of year$22,695$21,398Retained EarningsBalance, beginning of year$198,202$316,667Net earnings (loss) and total comprehensive income (loss)(87,665)(105,600)Dividends28—(12,865)Balance, end of year$110,537$198,202


See accompanying notes to the Consolidated Financial Statements.





62016


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Consolidated Statements of Cash Flows


(Expressed in thousands of U.S. Dollars)


Year EndedYear EndedNotesDecember 31, 2016December 31, 2015CASH FLOWS RELATED TO THE FOLLOWINGACTIVITIES:OPERATINGNet earnings (loss) for the year$(87,665)$(105,600)Adjustments for:Depletion, depreciation and amortization1729,17742,875Deferred lease inducement(95)(104)Impairment loss16, 1733,42685,373Share-based compensation262,4182,787Finance costs96,0686,274Income tax expense (recovery)1512,446(10,558)Unrealized (gain) loss on financial instruments227,0276,615Unrealized (gain) loss on foreign currency translation4,292(11,333)Loss on corporate dispositions24—252Income taxes paid(15,455)(25,483)Changes in non-cash working capital, net of effect of corporate disposals327,29686,428Net cash generated by (used in) operating activities(1,065)77,526INVESTINGAdditions to intangible exploration and evaluation assets16(19,425)(21,426)Additions to petroleum properties17(6,618)(22,723)Additions to other assets17(615)(753)Property acquisition6, 17(48,313)—Proceeds from corporate dispositions24—1,500Changes in restricted cash13(17,462)688Changes in non-cash working capital, net of effect of corporate disposals325,556(16,000)Net cash generated by (used in) investing activities(86,877)(58,714)FINANCINGIssue of common shares for cash25—208Repurchase of common shares for cash25—(12,221)Interest paid(5,288)(5,779)Dividends paid28—(12,865)Net cash generated by (used in) financing activities(5,288)(30,657)Currency translation differences relating to cash and cash equivalents(2,212)(1,635)NET INCREASE (DECREASE) IN CASH AND CASHEQUIVALENTS(95,442)(13,480)CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR126,910140,390CASH AND CASH EQUIVALENTS, END OF YEAR$31,468$126,910


See accompanying notes to the Consolidated Financial Statements.





20167


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


As at December 31, 2016 and December 31, 2015 and for the years then ended


(Expressed in U.S. Dollars)





1. CORPORATE INFORMATION


TransGlobe Energy Corporation (the "Company or TransGlobe") is a publicly listed company incorporated in Alberta, Canada and its shares are listed on the Toronto Stock Exchange (“TSX”) and the Global Select Market of the NASDAQ Stock Market (“NASDAQ”).  The address of its registered office is 2300, 250 – 5th Street SW, Calgary, Alberta, Canada, T2P 0R4.  TransGlobe together with its subsidiaries ("TransGlobe" or the "Company") is engaged primarily in oil and gas exploration, development and production and the acquisition of properties.





2. BASIS OF PREPARATION


Statement of compliance


These Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board effective as of December 31, 2016 .


These Consolidated Financial Statements were authorized for issue by the Board of Directors on March 6, 2017 .


Basis of measurement


The accounting policies used in the preparation of these Consolidated Financial Statements are described in Note 3, Significant Accounting Policies .


The Company prepared these Consolidated Financial Statements on a going concern basis, which contemplates the realization of assets and liabilities in the normal course of business as they become due.  Accordingly, these Consolidated Financial Statements have been prepared on a historical cost basis, except for cash and cash equivalents and convertible debentures that have been measured at fair value.  The method used to measure fair value is discussed further in Notes 3 and 7.


Functional and presentation currency


In these Consolidated Financial Statements, unless otherwise indicated, all dollar amounts are presented and expressed in United States (U.S.) dollars, which is the Company’s functional currency.  All references to $ are to United States dollars and references to C$ are to Canadian dollars. All values are rounded to the nearest thousand except when otherwise indicated.





3. SIGNIFICANT ACCOUNTING POLICIES


The accounting policies set out below have been applied consistently to all periods presented in these Consolidated Financial Statements.


Basis of consolidation


Subsidiaries are entities controlled by the Company.  Control exists when the Company has the power to govern the financial and operating policies of an entity, it is exposed to or has rights to variable returns associated with its involvement in the entity, and it has the ability to use that power to influence the amount of returns it is exposed to or has rights to.  In assessing control, potential voting rights need to be considered. The Consolidated Financial Statements include the financial statements of the Company and its controlled subsidiaries.


The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.


All intra-company transactions, balances, income and expenses, unrealized gains and losses are eliminated on consolidation.


Joint operations


The Company conducts many of its oil and gas production activities through joint operations and the Consolidated Financial Statements reflect only the Company's share in such activities.


Foreign currency translation


The Consolidated Financial Statements are presented in U.S. dollars.  The Company's reporting and functional currency is the U.S. dollar as this is the principal currency of the primary economic environment the entity operates in and is normally the one in which it primarily generates and expends cash.  Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the dates of the transactions.


Monetary assets and liabilities denominated in foreign currencies at the reporting date are re-translated to the functional currency at the exchange rate at that date.  The foreign currency gain or loss on monetary items is the difference between its functional currency equivalent at the beginning of the period, or when the transaction was entered into if it occurred during the period, and the functional currency equivalent translated at the exchange rate at the end of the period.


Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined.  The foreign currency gain or loss on non-monetary items is the difference in fair value measured in the functional currency between measurement dates.





82016


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Cash and cash equivalents


Cash and cash equivalents includes cash and short-term, highly liquid investments that mature within three months of the date of their purchase.


Restricted cash


Restricted cash represents a cash collateralized letter of credit facility that is used to guarantee the Company's commitments on its Egyptian exploration concessions.


Financial instruments


Non-derivative financial instruments


Non-derivative financial instruments comprise cash and cash equivalents, accounts receivable, restricted cash, accounts payable and accrued liabilities, note payable and convertible debentures.  Non-derivative financial instruments are recognized initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs.  Subsequent to initial recognition non-derivative financial instruments are measured as described below.


Financial assets and liabilities at fair value through profit or loss


An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition, such as cash and cash equivalents and convertible debentures.  Financial instruments are designated at fair value through profit or loss if the Company makes purchase and sale decisions based on their fair value in accordance with the Company's documented risk management strategy.  Upon initial recognition, any transaction costs attributable to the financial instruments are recognized through earnings when incurred.  Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognized in earnings.


Other


Other non-derivative financial instruments, such as accounts receivable, accounts payable and accrued liabilities, note payable and restricted cash are measured initially at fair value, then at amortized cost using the effective interest method, less any impairment losses.


Derivative financial instruments


The Company enters into certain financial derivative contracts from time to time in order to reduce its exposure to market risks from fluctuations in commodity prices.  These instruments are not used for trading or speculative purposes.  The Company does not designate financial derivative contracts as effective accounting hedges, and thus does not apply hedge accounting, even though the Company considers all commodity contracts to be economic hedges.  As a result, the Company's policy is to classify all financial derivative contracts at fair value through profit or loss and to record them on the Consolidated Balance Sheet at fair value.  Attributable transaction costs are recognized in earnings when incurred.  The estimated fair value of all derivative instruments is based on quoted market prices and/or third party market indications and forecasts.


Embedded derivatives are derivatives embedded in a host contract.  They are recorded separately from the host contract when their economic characteristics and risks are not closely related to those of the host contract, the terms of the embedded derivatives are the same as those of a freestanding derivative and the combined contract is not measured at fair value through profit or loss.  Changes in the fair value of separable embedded derivatives are recognized immediately in profit or loss.


Share capital


Common shares are classified as equity.  Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity.  When the Company acquires and cancels its own common shares, share capital is reduced by the cost of shares repurchased, including transaction costs.


Property and equipment and intangible exploration and evaluation assets


Exploration and evaluation assets


Exploration and evaluation ("E&E") costs related to each license/prospect are initially capitalized within "intangible exploration and evaluation assets."  Such E&E costs may include costs of license acquisition, technical services and studies, seismic acquisition, exploration drilling and testing, directly attributable expenses, including remuneration of production personnel and supervisory management, and the projected costs of retiring the assets (if any), but do not include pre-licensing costs incurred prior to having obtained the legal rights to explore an area, which are expensed directly to earnings as they are incurred and presented as exploration expenses on the Consolidated Statements of Earnings and Comprehensive Income.


Intangible exploration and evaluation assets are not depleted.  They are carried forward until technical feasibility and commercial viability of extracting a mineral resource is determined.  The technical feasibility and commercial viability is considered to be determined when proved and/or probable reserves are determined to exist or they can be empirically supported with actual production data or conclusive formation tests.  A review of each CGU is carried out at least annually.  Intangible exploration and evaluation assets are transferred to petroleum properties as development and production ("D&P") assets upon determination of technical feasibility and commercial viability.  The intangible E&E assets being transferred to D&P assets are subject to impairment testing upon transfer.


Petroleum and natural gas assets


Petroleum and natural gas ("PNG") assets and other assets are recognized at cost less accumulated depletion, depreciation, and amortization, and accumulated impairment losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, including qualifying E&E costs on reclassification from intangible exploration and evaluation assets, and for








20169


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qualifying assets, where applicable, borrowing costs.  When significant parts of an item of property and equipment have different useful lives, they are accounted for as separate items.


Gains and losses on disposal of items of property and equipment, including oil and natural gas interests, are determined by comparing the proceeds from disposal with the carrying amount of property and equipment and are recognized in net earnings (loss) immediately.


Subsequent costs


Costs incurred subsequent to the determination of technical feasibility and commercial viability and the costs of replacing parts of property and equipment are recognized as petroleum properties or other assets only when they increase the future economic benefits embodied in the specific asset to which they relate.  All other expenditures are recognized in profit or loss as incurred.  Such capitalized property and equipment generally represent costs incurred in developing Proved and/or Probable reserves and bringing in or enhancing production from such reserves, and are accumulated on a well, field or geotechnical area basis, together with the discounted value of estimated future costs of asset retirement obligations. When components of PNG assets are replaced, disposed of,  or no longer in use, the carrying amount is derecognized.  The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.


Depletion, depreciation and amortization


The depletion, depreciation and amortization of PNG assets and other assets are recognized in earnings (loss).


The net carrying value of the PNG assets included in petroleum properties is depleted using the unit of production method by reference to the ratio of production in the year to the related proved and probable reserves using estimated future prices and costs.  Costs subject to depletion include estimated future development costs necessary to bring those reserves into production.  These estimates are reviewed by independent reserve engineers at least annually and determined in accordance with National Instrument 51-101 Standards of Disclosure of Oil and Gas Activities .  Natural gas reserves and production are converted at the energy equivalent of six thousand cubic feet to one barrel of oil.


Proved and probable reserves are estimated using independent reserve evaluator reports and represent the estimated quantities of crude oil, natural gas and natural gas liquids which geological, geophysical and engineering data demonstrate with a specified degree of certainty to be recoverable in future years from known reservoirs and which are considered commercially viable.  The specified degree of certainty must be a minimum 90% statistical probability that the actual quantity of recoverable reserves will be more than the amount estimated as proved and a minimum 50% statistical probability for proved and probable reserves to be considered commercially viable.


Furniture and fixtures are depreciated at declining balance rates of 20% to 30%, whereas vehicles and leasehold improvements are depreciated on a straight-line basis over their estimated useful lives.


Depreciation methods, useful lives and residual values are reviewed at each reporting date.


Goodwill


Goodwill arises on the acquisition of businesses.


Recognition and measurement


Goodwill represents the excess of the cost of an acquisition over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree.  When the excess is negative, it is recognized immediately in earnings.


Subsequent measurement


Goodwill is measured at cost less accumulated impairment losses.


Goodwill is not amortized but instead tested for impairment annually, or at any time there are indications of impairment.


Product inventory


Product inventory consists of the Company's Egypt entitlement crude oil barrels, which is valued at the lower of cost or net realizable value.  Cost includes operating expenses and depletion associated with the entitlement crude oil barrels as determined on a concession by concession basis.


Impairment


Financial assets carried at amortized cost


A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired.  A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of the asset.


An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate.  Individually significant financial assets are tested for impairment on an individual basis.  The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.


All impairment losses are recognized in profit or loss.  An impairment loss may be reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized.  Any such reversal is recognized in profit or loss.





102016


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Non-financial assets


The carrying amounts of the Company’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment, except for E&E assets and goodwill, which are reviewed when circumstances indicate impairment may exist and at least annually, as discussed in more detail below.  If any such indication exists, then the asset’s recoverable amount is estimated.


For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit or “CGU”).  The recoverable amount of an asset or a CGU is the greater of its value in use and its fair value less costs to sell.  The Company’s CGUs are not larger than a segment. In assessing both fair value less costs to sell and value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.


For D&P assets, fair value less costs to sell and value in use is generally computed by reference to the present value of the future cash flows expected to be derived from production of proved and probable reserves.


E&E assets are tested for impairment when they are reclassified to petroleum properties and also if facts and circumstances suggest that the carrying amount of E&E assets may exceed their recoverable amount.  Impairment indicators are evaluated at a CGU level.  Indications of impairment include:





|   |                                                                    
|-- | -------------------------------------------------------------------
|1. | Expiry or impending expiry of lease with no expectation of renewal;

|   |                                                                     
|-- | --------------------------------------------------------------------
|2. | Lack of budget or plans for substantive expenditures on further E&E;

|   |                                                                                       
|-- | --------------------------------------------------------------------------------------
|3. | Discontinuance of E&E activities due to a lack of commercially viable discoveries; and

|   |                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------
|4. | Carrying amount of E&E asset is unlikely to be recovered in full from a successful development project.

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount.  Impairment losses are recognized in profit or loss.  Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGUs and then to reduce the carrying amounts of the other assets in the CGUs on a pro-rata basis.


Impairment losses recognized in prior years are assessed at each reporting date for any indications that the loss has decreased or no longer exists.  An impairment loss may be reversed if there has been a change in the estimates used to determine the recoverable amount.  An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depletion and depreciation or amortization, if no impairment loss had been recognized.


For goodwill, the recoverable amount is estimated each year on December 31.  An impairment loss in respect of goodwill is calculated by reference to the recoverable amount determined at that time.  The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to CGU’s that are expected to benefit from the synergies of the combination. An impairment loss in respect of goodwill is never reversed.


Share-based payment transactions


Equity-settled transactions


The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which equity instruments are granted and is recognized as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award.  Fair value is determined by using the lattice-based trinomial option pricing model.  An estimated forfeiture rate is taken into consideration when assigning a fair value to options granted such that no expense is recognized for awards that do not ultimately vest.


At each financial reporting date before vesting, the cumulative expense is calculated, which represents the extent to which the vesting period has expired and management’s best estimate of the number of equity instruments that will ultimately vest.  The movement in cumulative expense since the previous financial reporting date is recognized in earnings, with a corresponding entry in equity.


When the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognized over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification.  No reduction is recognized if this difference is negative.


Cash-settled transactions


The cost of cash-settled transactions is measured at fair value using the lattice-based trinomial pricing model and recognized as an expense over the vesting period, with a corresponding liability recognized on the balance sheet.


The grant date fair value of cash-settled units granted to employees is recognized as compensation expense, within general and administrative expenses, with a corresponding increase in accounts payable and accrued liabilities, over the period that the employees become unconditionally entitled to the units.  The amount recognized as an expense is adjusted to reflect the actual number of units for which the related service and non-market vesting conditions are met.  The liability is re-measured at each reporting date with changes to fair value recognized through profit or loss until it is ultimately settled.


Provisions and asset retirement obligations


A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.  Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.  Provisions are not recognized for future operating losses.


The Company provides for asset retirement obligations on all of its Canadian property, plant and equipment based on current legislation and industry operating practices.  The estimated present value of the asset retirement obligation is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset.  This increase is depleted with the related depletion unit and is allocated to a CGU for impairment





201611


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testing. The liability recorded is increased each reporting period due to the passage of time and this change is charged to net earnings (loss) in the period as accretion expense. The asset retirement obligation can also increase or decrease due to changes in the estimated timing of cash flows, changes in the discount rate and/or changes in the original estimated undiscounted costs.  Increases or decreases in the obligation will result in a corresponding change in the carrying amount of the related asset. Actual costs incurred upon settlement of the asset retirement obligation are charged against the asset retirement obligation to the extent of the liability recorded. The Company discounts the costs related to asset retirement obligations using the discount rate that reflects the current market assessment of the time value of money and risks specific to the liabilities that have not been reflected in the cash flow estimates.  The Company applies discount rates applicable to each of the jurisdictions in which it has future asset retirement obligations.  Asset retirement obligations are remeasured at each reporting period in order to reflect the discount rates in effect at that time.


Future abandonment and reclamation costs have been assessed a zero value in Egypt. In accordance with all of the Company's PSCs, the Company does not at any time hold title to the lands on which it operates, and title to fixed and movable assets is transferred to the respective government when its total cost has been recovered through cost recovery, or at the time of termination of the PSC.  Since the Company will not hold title to the land or the assets at the termination of the PSC, the Company does not have a legal obligation, nor the legal ability to decommission the Egypt assets.  Furthermore, there is no explicit contractual obligation under the Company's PSCs for abandonment of assets or reclamation of lands upon termination of the PSCs.


Revenue recognition


Canada


Revenues from the sale of petroleum and natural gas are recorded when title to the products transfers to the purchasers based on volumes delivered and contracted delivery points and prices. Revenue is measured at the fair value of the consideration received or receivable. Revenue from the sale of crude oil, natural gas, condensate and natural gas liquids ("NGLs") (prior to deduction of transportation costs) is recognized when all of the following conditions have been satisfied:





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|• | The Company has transferred the significant risks and rewards of ownership of the goods to the buyer;

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|• | The Company retains no continuing managerial involvement to the degree usually associated with ownership or effective control over the goods sold;

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|- | -----------------------------------------------
|• | The amount of revenue can be measured reliably;

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|• | It is probable that the economic benefits associated with the transaction will flow to the Company; and

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|- | --------------------------------------------------------------------------------------------
|• | The costs incurred or to be incurred in respect of the transaction can be measured reliably.




Capital processing charges to other entities for use of facilities owned by TransGlobe are recognized as revenue as they accrue in accordance with the terms of the service agreements and are presented as other income.


Egypt


Revenues associated with the sales of the Company's crude oil are recognized by reference to actual volumes produced and quoted market prices in active markets for identical assets, adjusted according to specific terms and conditions as applicable, when the significant risks and rewards of ownership have been transferred, which is when title passes from the Company to its customer.  Crude oil produced and sold by the Company below or above its working interest share in the related resource properties results in production under-liftings or over-liftings.  Under-liftings are recorded as inventory and over-liftings are recorded as deferred revenue or used to offset receivables.


Pursuant to the PSCs associated with the Company's operations, the Company and other non-governmental partners (if applicable) pay all operating and capital costs for exploration and development.  Each PSC establishes specific terms for the Company to recover these costs (Cost Recovery Oil) and to share in the production sharing oil.  Cost Recovery Oil is determined in accordance with a formula that is generally limited to a specified percentage of production during each fiscal year.  Production sharing oil is that portion of production remaining after Cost Recovery Oil and is shared between the joint interest partners and the government of Egypt, varying with the level of production.  Production sharing oil that is attributable to the government includes an amount in respect of all income taxes payable by the Company under the laws of the respective country.  Revenue represents the Company's share and is recorded net of royalty payments to the respective government.  For the Company's international operations, all government interests, except for income taxes, are considered royalty payments.  The Company's revenue also includes the recovery of costs paid on behalf of foreign governments in international locations.


Transportation





Costs paid by TransGlobe for the transportation of crude oil, natural gas, condensate and NGLs to the point of title transfer are recognized when the transportation is provided.


Finance revenue and costs


Finance revenue comprises interest income on funds invested. Interest income is recognized as it accrues in earnings, using the effective interest method.


Finance costs comprises interest expense on borrowings.


Borrowing costs incurred for qualifying assets are capitalized during the period of time that is required to complete and prepare the assets for their intended use or sale.  Qualifying assets are those that necessarily take a substantial period of time to get ready for their intended use or sale.  All other borrowing costs are recognized in earnings using the effective interest method.





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Royalties





Canada





Royalties are recorded at the time the product is produced and sold. Royalties are calculated in accordance with the applicable regulations and/or the terms of individual royalty agreements. Crown royalties for natural gas, condensate and other associated liquids are based on Alberta Government posted reference prices as all of the Company's producing assets are in Alberta.





Egypt





For the Company’s international operations, all government interests, except for income taxes, are considered royalty payments.  Government interests are determined in accordance with the respective PSCs.


Income tax


Income tax expense is comprised of current and deferred tax. TransGlobe is subject to income taxes based on the tax legislation of each respective country in which TransGlobe conducts business.


Current tax


Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the date of the statement of financial position.


The Company's contractual arrangements in Egypt stipulate that income taxes are paid by the respective government out of its entitlement share of production sharing oil.  Such amounts are included in current income tax expense at the statutory rate in effect at the time of production.


Deferred tax


The Company determines the amount of deferred income tax assets and liabilities based on the difference between the carrying amounts of the assets and liabilities reported for financial accounting purposes from those reported for tax.  Deferred income tax assets and liabilities are measured using the substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled.  Deferred income tax assets associated with unused tax losses are recognized to the extent it is probable the Company will have sufficient future taxable earnings available against which the unused tax losses can be utilized.


Joint arrangements


A joint arrangement involves joint control and offers joint ownership by the Company and other joint interest partners of the financial and operating policies, and of the assets associated with the arrangement.  Joint arrangements are classified into one of two categories: joint operations or joint ventures.


A joint operation is a joint arrangement whereby the Company and the other parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities relating to the arrangement.  Parties involved in joint operations must recognize in relation to their interests in the joint operation their proportionate share of the revenues, expenses, assets and liabilities.  A joint venture is a joint arrangement whereby the Company and the other parties that have joint control of the arrangement have rights to the net assets of the arrangement.  Parties involved in joint ventures must recognize their interests in joint ventures as investments and must account for that investment using the equity method.


In Canada, the Company conducts many of its oil and gas production activities through jointly controlled operations and the financial statements reflect only the Company's proportionate interest in such activities. Joint control exists for contractual agreements governing TransGlobe's assets whereby TransGlobe has less than 100% working interest, all of the partners have control of the arrangement collectively, and spending on the project requires unanimous consent of all parties that collectively control the arrangement and share the associated risks. TransGlobe does not have any joint arrangements that are individually material to the Company or that are structured through joint venture arrangements.





In Egypt, joint arrangements in which the Company is involved are conducted pursuant to Production Sharing Agreements and Production Sharing Concessions (collectively defined as "PSCs").  Given the nature and contractual terms associated with the PSCs, the Company has determined that it has rights to the assets and obligations for the liabilities in all of its joint arrangements, and that there are no currently existing joint arrangements where the Company has rights to net assets.  Accordingly, all joint arrangements have been classified as joint operations, and the Company has recognized in the Consolidated Financial Statements its share of all revenues, expenses, assets and liabilities in accordance with the PSCs.


Business combinations


Business combinations are accounted for using the acquisition method.  The identifiable assets acquired and liabilities and contingent liabilities assumed are measured at their fair values at the acquisition date.  The cost of an acquisition is measured as the aggregate consideration transferred, measured at the acquisition date fair value.  If the cost of the acquisition is less than the fair value of the net assets acquired, the difference is recognized immediately in net earnings.  If the cost of the acquisition is more than the fair value of the net assets acquired, the difference is recognized on the balance sheet as goodwill.  Acquisition costs incurred are expensed.








4. CRITICAL JUDGMENTS AND ACCOUNTING ESTIMATES


Timely preparation of the financial statements in conformity with IFRS as issued by the International Accounting Standards Board requires that management make estimates and assumptions and use judgments that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses.  Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, actual results may differ from estimated amounts as future confirming events occur.  The effect of these estimates,





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assumptions and the use of judgments are explained throughout the notes to the Consolidated Financial Statements.  Estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected.


The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities are discussed below.


Recoverability of asset carrying values


The recoverability of development and production asset carrying values are assessed at the CGU level.  Determination of what constitutes a CGU is subject to management judgment of the lowest level at which there are identifiable cash inflows that are largely independent of the cash inflows of other groups of assets or properties. The factors used by TransGlobe to determine CGUs may vary by country due to unique  operating and geographic circumstances in each country. However, in general, TransGlobe assesses the following factors in determining whether a group of assets generate largely independent cash inflows:


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|• | geographic proximity of the assets within a group to one another;

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|• | geographic proximity of the group of assets to other groups of assets; and

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|• | homogeneity of the production from the group of assets and the sharing of infrastructure used to process and/or transport production.

In Egypt, each production sharing concession ("PSC") is considered a separate CGU.  In Canada, CGUs are determined by regional geography. The asset composition of a CGU can directly impact the recoverability of the assets included therein.  In assessing the recoverability of the Company's petroleum properties, each CGU's carrying value is compared to its recoverable amount, defined as the greater of its fair value less costs to sell and value-in-use.  As at December 31, 2016 and December 31, 2015, the recoverable amounts of the Company's CGU's were estimated as their fair value less costs to sell based on the net present value of the after-tax cash flows from the oil and natural gas reserves of each CGU based on reserves estimated by the Company's independent reserve evaluator.


Key input estimates used in the determination of cash flows from oil and natural gas reserves include the following:


|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|• | Reserves - There are numerous uncertainties inherent in estimating oil and gas reserves. An external reserve engineering report which incorporates a full evaluation of reserves is prepared on an annual basis with internal reserve updates completed at each quarterly period. Estimating reserves is highly complex, requiring many judgments including forward price estimates, production costs, and recovery rates based on available geological, geophysical, engineering and economic data. Changes in these judgments may have a material impact on the estimated reserves. These estimates may change, resulting in either negative or positive impacts to net earnings as further information becomes available and as the economic environment changes.

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|• | Commodity prices - Forward price estimates of crude oil and natural gas prices are incorporated into the determination of expected future net cash flows. Commodity prices have fluctuated significantly in recent years due to global and regional factors including supply and demand fundamentals, inventory levels, foreign exchange rates, economic, and geopolitical factors.

|  |                                                                                                                                                                                                                                                                       
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Discount rate - The discount rate used to determine the net present value of future cash flows is based on the Company's estimated weighted average cost of capital.  Changes in the economic environment could change the Company's weighted average cost of capital.

Impairment tests were carried out at December 31, 2016 and were based on fair value less costs to sell calculations, using a discount rate of 10% for Canada and 15% for Egypt on future after-tax cash flows and the following forward commodity price estimates:





Egypt2Canada2OilOilGasCondensateButanePropaneEthaneYear$US/Bbl$US/Bbl$US/Mcf$US/Bbl$US/Bbl$US/Bbl$US/Bbl201744.8649.282.5251.6629.8215.817.64201848.9951.882.2754.4433.2216.748.03201953.2653.692.3555.4833.4717.008.31202058.7956.772.4958.6135.4618.018.77202162.3757.972.5760.7837.4118.868.95Thereafter (%)12.0%2.0%2.0%2.0%2.0%2.0%2.0%1Percentage change represents the increase in each year after 2021 to the end of the reserve life.2DeGolyer and MacNaughton Canada Limited (“DeGolyer”) price forecasts, effective December 31, 2016.


Depletion of petroleum properties


Reserves and resources are used in the units of production calculation for depletion, depreciation and amortization. Depletion of petroleum properties is calculated based on total Proved plus Probable reserves as well as estimated future development costs associated with these reserves as determined by the Company's independent reserve evaluator.  See above for discussion of estimates and judgments involved in reserve estimation.


Income taxes


Related assets and liabilities are recognized for the estimated tax consequences between amounts included in the financial statements and their tax base using substantively enacted future income tax rates. Timing of future revenue streams and future capital spending changes can affect the timing of any temporary differences, and accordingly affect the amount of the deferred tax asset or liability calculated at a point in time. Tax interpretations, regulations, and legislation in the various jurisdictions in which TransGlobe and its subsidiaries operate are subject to change and interpretation. Such changes can affect the timing of the reversal of temporary tax differences, the tax rates in effect when such differences reverse and TransGlobe's ability to use tax losses and other tax pools in the future. The Company’s income tax filings are subject to audit by taxation





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authorities in different jurisdictions and the results of such audits may increase or decrease the tax liability. The determination of current and deferred tax amounts recognized in the consolidated financial statements are based on management’s assessment of the tax positions, which includes consideration of their technical merits, communications with tax authorities and management’s view of the most likely outcome. These differences could materially impact earnings.





Business combinations





Business combinations are accounted for using the acquisition method of accounting. The determination of fair value often requires management to make assumptions and estimates about future events. The assumptions and estimates with respect to determining the fair value of property, plant, and equipment, and exploration and evaluation assets acquired generally require the most judgment and include estimates of reserves acquired, forecast benchmark commodity prices, and discount rates. Changes in any of the assumptions or estimates used in determining the fair value of acquired assets and liabilities could impact the amounts assigned to assets, liabilities in the purchase price allocation, and any resulting gain or goodwill. Future net earnings can be affected as a result of changes in future depletion, depreciation and accretion, and asset impairments.


Financial instruments


The fair values of financial instruments are estimated based upon market and third party inputs.  These estimates are subject to change with fluctuations in commodity prices, interest rates, foreign currency exchange rates and estimates of non-performance risk.


Share-based payments


The fair value estimates of equity-settled and cash-settled share-based payment awards depend on certain assumptions including share price volatility, risk free interest rate, the term of the awards, and the forfeiture rate which, by their nature, are subject to measurement uncertainty.


Asset retirement obligations


The provision for site restoration and abandonment in Canada is based on current legal and constructive requirements, technology, price levels and expected plans for remediation.  Actual costs and cash outflows can differ from estimates because of changes in laws and regulations, public expectations, market conditions, discovery and analysis of site conditions and changes in technology.


Future abandonment and reclamation costs have been assessed a zero value in Egypt. In accordance with all of the Company's PSCs, the Company does not at any time hold title to the lands on which it operates, and title to fixed and movable assets is transferred to the respective government when its total cost has been recovered through cost recovery, or at the time of termination of the PSC.  Since the Company will not hold title to the land or the assets at the termination of the PSC, the Company does not have a legal obligation, nor the legal ability to decommission the Egypt assets.  Furthermore, there is no explicit contractual obligation under the Company's PSCs for abandonment of assets or reclamation of lands upon termination of the PSCs.


Recoverability of accounts receivable


The recoverability of accounts receivable due from the Egyptian General Petroleum Company ("EGPC") is assessed to determine the carrying value of accounts receivable on the Company's Consolidated Balance Sheets.  Management judgment is required in performing the recoverability assessment.  No material credit losses have been experienced to date, and the Company expects to collect the accounts receivable balance in full.





5. NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED


As at the date of authorization of the Consolidated Financial Statements the following pronouncements from the International Accounting Standards Board ("ISAB") are applicable to TransGlobe and will become effective for future reporting periods, but have not yet been adopted:


IFRS 9 (revised) "Financial Instruments: Classification and Measurement"


In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments to replace IAS 39 Financial Instruments: Recognition and Measurement .  IFRS 9 introduces a single approach to determine whether a financial asset is measured at amortized cost or fair value and replaces the multiple rules in IAS 39. The approach is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets.  For financial liabilities, IFRS 9 retains most of the IAS 39 requirements; however, where the fair value option is applied to financial liabilities, the change in fair value resulting from an entity’s own credit risk is recorded in other comprehensive income rather than net earnings, unless this creates an accounting mismatch.  In addition, a new expected credit loss model for calculating impairment on financial assets replaces the incurred loss impairment model used in IAS 39.  The new model will result in more timely recognition of expected credit losses.  IFRS 9 also includes a simplified hedge accounting model, aligning hedge accounting more closely with risk management.  The Company does not currently apply hedge accounting.  IFRS 9 is effective for years beginning on or after January 1, 2018.  Early adoption is permitted if IFRS 9 is adopted in its entirety at the beginning of a fiscal period.  The Company does not expect the adoption of IFRS 9 amendments to have a material effect on its Consolidated Financial Statements.





IFRS 15 "Revenue from Contracts with Customers"


In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers , replacing IAS 11 Construction Contracts , IAS 18 Revenue , and several revenue-related interpretations.  IFRS 15 establishes a single revenue recognition framework that applies to contracts with customers.  The standard requires an entity to recognize revenue to reflect the transfer of goods and services for the amount it expects to receive when control is transferred to the purchaser.  Disclosure requirements have also been expanded.  The new standard is required to be adopted either retrospectively or using a modified transition approach for fiscal years beginning on or after January 1, 2018, with earlier adoption permitted.  The Company does not expect the adoption of IFRS 9 amendments to have a material effect on its Consolidated Financial Statements.








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IFRS 16 "Leases"





In January 2016, the IASB issued IFRS 16 Leases , replacing IAS 17 Leases. IFRS 16 establishes a set of principles that both parties to a contract apply to provide relevant information about leases in a manner that faithfully represents those transactions.  The current standard (IAS 17) requires lessees and lessors to classify their leases as either finance leases or operating leases, with separate accounting treatment depending on the classification of the lease.  Under the new standard, the accounting treatment associated with an operating lease will no longer exist, and lessees will be required to recognize assets and liabilities associated with all leased items.  The new standard is effective for annual periods beginning on or after January 1, 2019. The Company is currently evaluating the impact these amendments may have on its Consolidated Financial Statements.








6. BUSINESS COMBINATION


In a transaction that closed on December 20, 2016 (effective date of December 1, 2016), TransGlobe completed the acquisition of production and working interests in certain facilities in the Cardium light oil and Mannville liquid-rich gas assets in the Harmattan area of west central Alberta for total consideration of $59.5 million after adjustments. The acquisition was funded by $48.3 million cash from the balance sheet and a 10%, 24-month vendor take back loan of $11.2 million.





In accordance with IFRS, a property acquisition is accounted for as a business combination when certain criteria are met, such as the acquisition of inputs and processes to convert those inputs into beneficial outputs. TransGlobe assessed the property acquisition and determined that it constitutes a business combination under IFRS.  In a business combination, acquired assets and liabilities are recognized by the acquirer at their fair market value at the time of purchase. Any variance between the determined fair value of the assets and liabilities and the purchase price is recognized as either goodwill or a gain in the statement of comprehensive income in the period of acquisition.





The estimated fair value of the property, plant and equipment acquired through the transaction was determined based on the present value of the expected future cash flows associated with the acquired property using both internal estimates and an independent reserve evaluation. The decommissioning liabilities assumed were determined using the timing and estimated costs associated with the abandonment, restoration and reclamation of the wells and facilities acquired. The total net fair value of the acquired property was equal to the consideration paid by the Company. As a result, no bargain purchase gain or goodwill was recognized for the year ended December 31, 2016 relating to the acquisition.





The consideration paid and fair values of the identifiable assets acquired and liabilities assumed by the Company are as follows:





(000s)Consideration paidCash paid to vendor$48,313Vendor take back loan11,162$59,475Net assets acquiredPetroleum and natural gas assets$71,564Asset retirement obligations assumed(12,089)$59,475





If the acquisition had been effective January 1, 2016, the Company would have realized an estimated additional $17.2 million (unaudited) of production revenue and an estimated additional $7.9 million (unaudited) of net operating income before tax. Between the acquisition date of December 20, 2016 and December 31, 2016, approximately $0.6 million of production revenue and $0.2 million of net operating income before tax was recognized relating to the acquired properties.








7. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT


Fair Values of Financial Instruments


The Company has classified its cash and cash equivalents as assets at fair value through profit or loss and its convertible debentures as financial liabilities at fair value through profit or loss, which are both measured at fair value with changes being recognized through earnings.  Accounts receivable and restricted cash are classified as loans and receivables; accounts payable and accrued liabilities, long-term debt and note payable are classified as other liabilities, all of which are measured initially at fair value, then at amortized cost after initial recognition.


Carrying value and fair value of financial assets and liabilities are summarized as follows: December 31, 2016December 31, 2015CarryingFairCarryingFairClassification (000s)ValueValueValueValueFinancial assets at fair value through profit or loss$31,468$31,468$126,910$126,910Loans and receivables33,15933,15923,78923,789Financial liabilities at fair value through profit or loss72,65572,65563,84863,848Other liabilities35,69135,69116,49716,497





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Assets and liabilities at December 31, 2016 that are measured at fair value are classified into levels reflecting the method used to make the measurements.  Fair values of assets and liabilities included in Level 1 are determined by reference to quoted prices in active markets for identical assets and liabilities.  Assets and liabilities in Level 2 include valuations using inputs other than quoted prices for which all significant inputs are observable, either directly or indirectly.  Level 3 valuations are based on inputs that are unobservable and significant to the overall fair value measurement.


The Company’s cash and cash equivalents and convertible debentures are assessed on the fair value hierarchy described above, and both are classified as Level 1.  Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy level.  There were no transfers between levels in the fair value hierarchy in the year.


Overview of Risk Management


The Company’s activities expose it to a variety of financial risks that arise as a result of its exploration, development, production and financing activities:


•  Credit risk


•  Market risk


•  Liquidity risk


This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital.  Further quantitative disclosures are included throughout these Consolidated Financial Statements.


The Board of Directors and Audit Committee oversee management’s establishment and execution of the Company’s risk management framework.  Management has implemented and monitors compliance with risk management policies.  The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities.


Credit risk


Credit risk is the risk of financial loss if a customer or counterparty to a financial instrument fails to fulfill their contractual obligations.  The Company’s exposure to credit risk primarily relates to cash equivalents and accounts receivable, the majority of which are in respect of oil and natural gas operations.  The Company generally extends unsecured credit to these parties and therefore the collection of these amounts may be affected by changes in economic or other conditions.  The Company has not experienced any material credit losses in the collection of accounts receivable to date.


TransGlobe's accounts receivable related to the Canadian operations are with customers and joint interest partners in the petroleum and natural gas industry and are subject to normal industry credit risks. Receivables from petroleum and natural gas marketers are normally collected on the 25th day of the month following production. The Company currently sells its production to several purchasers under standard industry sale and payment terms. Purchasers of TransGlobe's natural gas, crude oil and natural gas liquids are subject to a periodic internal credit review to minimize the risk of non-payment. The Company has continued to closely monitor and reassess the creditworthiness of its counterparties, including financial institutions.


Trade and other receivables are analyzed in the table below.  The majority of the overdue receivables are due from the EGPC.  The political transition and resultant economic malaise in the country that began in 2011 resulted in irregular collection of accounts receivable from EGPC and generally a larger receivable balance, which increased TransGlobe's credit risk.  Despite these factors, the Company expects to collect in full all receivables outstanding from EGPC.


In January 2015, TransGlobe began direct sales of Eastern Desert entitlement production to international buyers.  The Company completed three separate direct crude sale shipments to third party buyers in 2016.  Buyers are required to post irrevocable letters of credit to support the sales prior to the cargo liftings.  Going forward, the Company anticipates that direct sales will continue to reduce outstanding accounts receivable and credit risk in future periods.


(000s)Trade receivables at December 31, 2016Neither impaired nor past due$620Not impaired and past due in the following periodWithin 30 days—31-60 days—61-90 days—Over 90 days14,216


The Company manages its credit risk on cash equivalents by investing only in term deposits with reputable banking institutions.


Market risk


Market risk is the risk or uncertainty arising from possible market price movements and their impact on the future performance of a business.  The market price movements that the Company is exposed to include commodity prices, foreign currency exchange rates and interest rates, all of which could adversely affect the value of the Company’s financial assets, liabilities and financial results.  The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.








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Commodity price risk


The Company’s operational results and financial condition are partially dependent on the commodity prices received for its production of oil, natural gas and NGLs.  As such, the Company uses derivative commodity contracts from time to time as part of its risk management strategy to manage commodity price fluctuations.


The estimated fair value of unrealized commodity contracts is reported on the Consolidated Balance Sheets, with any change in the unrealized positions recorded to earnings.  The Company assesses these instruments on the fair value hierarchy and has classified the determination of fair value of these instruments as Level 2, as the fair values of these transactions are based on an approximation of the amounts that would have been received from counter-parties to settle the transactions outstanding as at the date of the Consolidated Balance Sheets with reference to forward prices and market values provided by independent sources.  The actual amounts realized may differ from these estimates.


As there were no outstanding derivative commodity contracts at December 31, 2016 or December 31, 2015 , no assets or liabilities have been recognized on the Consolidated Balance Sheets for the respective periods.


Foreign currency exchange risk


As the Company’s business is conducted primarily in U.S. dollars and its financial instruments are primarily denominated in U.S. dollars, the Company’s exposure to foreign currency exchange risk relates primarily to certain cash and cash equivalents, accounts receivable, convertible debentures, accounts payable and accrued liabilities denominated in Canadian dollars.  When assessing the potential impact of foreign currency exchange risk, the Company believes 10% volatility is a reasonable measure.  The Company estimates that a 10% increase in the value of the Canadian dollar against the U.S. dollar would result in an increase in the net loss for the year ended December 31, 2016 of approximately $8.1 million and conversely a 10% decrease in the value of the Canadian dollar against the U.S. dollar would decrease the net loss by $6.6 million for the same period.  The Company does not utilize derivative instruments to manage this risk.


The Company is also exposed to foreign currency exchange risk on cash balances denominated in Egyptian pounds.  Some collections of accounts receivable from the Egyptian Government are received in Egyptian pounds, and while the Company is generally able to spend the Egyptian pounds received on accounts payable denominated in Egyptian pounds, there remains foreign currency exchange risk exposure on Egyptian pound cash balances.  Using month-end cash balances converted at month-end foreign exchange rates, the average Egyptian pound cash balance for 2016 was $3.9 million ( 2015 - $20.8 million) in equivalent U.S. dollars.  The Company estimates that a 10% increase in the value of the Egyptian pound against the U.S. dollar would result in a decrease in the net loss for the year ended December 31, 2016 of approximately $0.4 million and conversely a 10% decrease in the value of the Egyptian pound against the U.S. dollar would increase the net loss by $0.4 million for the same period.  The Company does not currently utilize derivative instruments to manage this risk.


Interest rate risk


Fluctuations in interest rates could result in a significant change in the amount the Company pays to service variable-interest debt.  No derivative contracts were entered into during 2016 to mitigate this risk.  When assessing interest rate risk applicable to the Company’s variable-interest, U.S.-dollar-denominated debt the Company believes 1% volatility is a reasonable measure.  Since the Company did not have any amounts drawn on its variable-interest, U.S.-dollar-denominated debt at any time in 2016, the effect of interest rates increasing or decreasing by 1% would have no impact on the Company's net earnings for the year ended December 31, 2016.


Liquidity risk


Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Liquidity describes a company’s ability to access cash.  Companies operating in the upstream oil and gas industry require sufficient cash in order to fund capital programs necessary to maintain and increase production and proved reserves, to acquire strategic oil and gas assets and to repay debt.


The Company actively maintains credit facilities to ensure it has sufficient available funds to meet current and foreseeable financial requirements at a reasonable cost.  The following are the contractual maturities of financial liabilities at December 31, 2016 :


(000s)Payment Due by Period1 2Recognizedin FinancialContractualLess thanMore thanStatementsCash Flows1 year1-3 years4-5 years5 yearsAccounts payable and accrued liabilitiesYes - Liability$24,529$24,529$—$—$—Convertible debenturesYes - Liability72,65572,655———Note payableYes - Liability11,1625,5815,581——Office and equipment leases3No3,7321,2001,556976—Minimum work commitments4No17,9868,3359,651——Total$130,064$112,300$16,788$976$—1Payments exclude on-going operating costs, finance costs and payments required to settle derivatives.2Payments denominated in foreign currencies have been translated at December 31, 2016 exchange rates.3Office and equipment leases includes all drilling rig contracts.4Minimum work commitments include contracts awarded for capital projects and those commitments related to exploration and drilling obligations (see Note 23).


The Company actively monitors its liquidity to ensure that its cash flows, credit facilities and working capital are adequate to support these financial liabilities, as well as the Company’s capital programs.


The Company terminated its Borrowing Base Facility in December 2016.  There were no amounts drawn on the Borrowing Base Facility at any time in 2016.  Subsequent to year-end, the Company entered into a prepayment agreement, which allows for advances up to $75 million (Note 33).


To date, the Company has experienced no difficulties with transferring funds abroad.





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Capital disclosures


The Company’s objective when managing capital is to ensure the Company will have the financial capacity, liquidity and flexibility to fund the ongoing exploration and development of its petroleum assets.  The Company relies on cash flow to fund its capital investments.  However, due to long lead cycles of some of its developments and corporate acquisitions, the Company’s capital requirements may exceed its cash flow generated in any one period.  This requires the Company to maintain financial flexibility and liquidity.


The Company sets the amount of capital in proportion to risk and has historically managed to ensure that the total of the long-term debt is not greater than two times the Company’s funds flow from operations for the trailing twelve months.  For the purposes of measuring the Company’s ability to meet the above stated criteria, funds flow from operations is defined as cash generated from operating activities before changes in non-cash working capital.  As a direct result of a lower oil price environment, TransGlobe’s debt-to-funds flow from operations ratio continued to deteriorate throughout the year and was negative 10.0 at December 31, 2016 ( December 31, 2015 - negative 7.2 ) as a result of negative funds flow for the year.  Despite the deterioration of this particular ratio, the Company remains in a strong financial position due to prudent capital resource management. The Company's capital programs are funded by its existing working capital and cash provided from operating activities.  Funds flow from operations may not be comparable to similar measures used by other companies.


The Company defines and computes its capital as follows:


(000s)20162015Shareholders’ equity$285,316$371,684Long-term note payable, including the current portion11,162—Convertible debentures72,65563,848Cash and cash equivalents(31,468)(126,910)Total capital$337,665$308,622





The Company’s debt-to-funds flow ratio is computed as follows:


(000s)20162015Long-term note payable, including the current portion$11,162$—Convertible debentures72,65563,848Total debt83,81763,848Cash flow from operating activities(1,065)77,526Changes in non-cash working capital(7,296)(86,428)Funds flow from operations$(8,361)$(8,902)Ratio(10.0)(7.2)





The Company’s financial objectives and strategy as described above have remained substantially unchanged over the last two completed fiscal years.  These objectives and strategy are reviewed on an annual basis.  The Company's debt-to-funds flow from operations ratio continued to deteriorate from the prior year.  This deterioration is principally due to the current oil price environment.  However, the Company remains in a relatively strong financial position, and will continue to focus on cost reductions and prudent stewardship of capital with the objective of maintaining a strong balance sheet. The Company was not subject to financial covenants as at December 31, 2016 due to the termination of the Borrowing Base Facility. The Borrowing Base Facility was terminated in December 2016, and the Company entered into a prepayment arrangement subsequent to year end (Note 33).





8. PETROLEUM AND NATURAL GAS SALES


(000s)20162015Petroleum and natural gas sales$122,360$187,665Less: Royalties59,22695,453Petroleum and natural gas sales, net of royalties$63,134$92,212





9.  FINANCE REVENUE AND COSTS


Finance revenue relates to interest earned on the Company’s bank account balances and term deposits.


Finance costs recognized in earnings were as follows:


(000s)20162015Interest expense$5,344$5,425Amortization of deferred financing costs724849Finance costs$6,068$6,274











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10.  SELLING COSTS


Selling costs include transportation and marketing costs associated with the direct sale of the Company's Egyptian crude oil production to third party buyers.  The Company completed three direct crude sales to a third party buyer during the year ended December 31, 2016.





11.  CASH AND CASH EQUIVALENTS


(000s)December 31, 2016December 31, 2015Cash$31,392$64,139Cash equivalents7662,771$31,468$126,910


As at December 31, 2016 the Company's cash equivalents balance consisted of high interest short-term deposits with an original term to maturity at purchase of three months or less.  All of the Company's cash and cash equivalents are on deposit with high credit-quality financial institutions.





12. ACCOUNTS RECEIVABLE


Accounts receivable is comprised principally of amounts owed from EGPC.  There were no amounts due from related parties and no loans to management or employees as at December 31, 2016 or December 31, 2015 .


As at December 31, 2016, the Company was utilizing $9.7 million of its accounts receivable from EGPC as a guarantee to support work commitments on the North West Sitra concession (see Note 23).


The Company’s exposure to credit, currency and interest rate risks related to trade and other receivables is disclosed in Note 7, Financial Instruments and Risk.





13. RESTRICTED CASH


As at December 31, 2016 , the Company had restricted cash of $18.3 million ( December 31, 2015 -  0.9 million).  In 2016, restricted cash represents a cash collateralized letter of credit facility that is used to guarantee the Company's commitments on its Egyptian exploration concessions.  In 2015, restricted cash was set aside in a debt service reserve account, as required by the Borrowing Base Facility, which was terminated in December 2016.





14.  PRODUCT INVENTORY


Product inventory consists of the Company's Egypt entitlement crude oil barrels, which is valued at the lower of cost or net realizable value.  Cost includes operating expenses and depletion associated with the crude oil that is held in storage as determined on a concession by concession basis.


As at December 31, 2016, the Company held 1,265,080 barrels of entitlement oil in inventory valued at $15.49 per barrel (December 31, 2015 - 923,106 barrels valued at $18.73 per barrel).





15.  INCOME TAXES


The Company’s deferred income tax assets and liabilities are as follows:


(000s)20162015Balance, beginning of year$3,009$39,050Expenses related to the origination and reversal of temporary differences for:Property and equipment(13,788)(31,290)Non-capital losses carried forward(2,936)(1,655)Long-term liabilities(1,724)(2,029)Transactions costs—172Share issue expenses178231Changes in unrecognized tax benefits15,261(1,470)Balance, end of year$—$3,009





The Company has non-capital losses of $70.8 million ( 2015 - $62.2 million ) that expire between 2027 and 2036.  No deferred tax assets have been recognized in respect of these unused tax losses.  The Company has an additional $ 18.3 million ( 2015 - $8.5 million ) in unrecognized tax benefits arising in foreign jurisdictions.


Current income taxes represent income taxes incurred and paid under the laws of Egypt pursuant to the PSCs on the West Gharib, West Bakr  and NW Gharib concessions.





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Income taxes vary from the amount that would be computed by applying the average Canadian statutory income tax rate of 27.0% ( 2015 – 26.0%) to income before taxes as follows:


(000s)20162015Income taxes calculated at the Canadian statutory rate$(20,175)$(30,201)Increases (decreases) in income taxes resulting from:Non-deductible expenses3,6411,124Changes in unrecognized tax benefits15,261(1,470)Effect of tax rates in foreign jurisdictions118,63523,978Changes in tax rates and other(4,916)(3,989)Income tax expense$12,446$(10,558)1The statutory tax rates in Egypt are 40.55%.


The Company's consolidated effective income tax rate for 2016 was 16.7% (2015 - 9.1%).  The Company's impairment losses in the amount of $33.4 million had a significant impact on the Company's effective income tax rate.  Prior to the effect of the impairment losses, the Company's consolidated effective income tax rate for 2016 was 30.14%.





16.  INTANGIBLE EXPLORATION AND EVALUATION  ASSETS


(000s)Balance at December 31, 2014$100,594Additions21,426Balance at December 31, 2015122,020Additions19,425Transfer to petroleum and natural gas assets(2,150)Impairment loss(33,426)Balance at December 31, 2016$105,869


In 2016, the Company recorded an impairment loss of $33.4 million on its exploration and evaluation assets.  The impairment loss was related principally to the South East Gharib and South West Gharib concessions in Egypt.  The impairment loss recognized on these two concessions represented the entire intangible exploration and evaluation asset balances on the concessions, as the recoverable amounts of the concessions were determined to be nil.  The Company relinquished its interest in South East Gharib in November 2016, and intends to relinquish its interest in South West Gharib in the first half of 2017 as no commercially viable quantities of oil have been discovered on either concession.


The Company's policy regarding the assessment of impairment for exploration and evaluation assets is disclosed in Note 3, Significant Accounting Policies .














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17.  PROPERTY AND EQUIPMENT


The following table reconciles the change in TransGlobe's property and equipment assets:


PNGOther(000s)AssetsAssetsTotalBalance at December 31, 2014$523,833$13,204$537,037Additions22,72375323,476Disposals(1,005)—(1,005)Balance at December 31, 2015545,55113,957559,508Acquisitions through business combination59,475—59,475Additions6,6186157,233Asset retirement obligations12,099—12,099Transfer from exploration and evaluation assets2,150—2,150Balance at December 31, 2016$625,893$14,572$640,465Accumulated depletion, depreciation, amortization and impairmentlosses at December 31, 2014$262,096$7,614$269,710Depletion, depreciation and amortization for the year49,6651,37651,041Impairment loss77,193—77,193Accumulated depletion, depreciation, amortization and impairment       losses at December 31, 2015388,9548,990397,944Depletion, depreciation and amortization for the year26,9121,33728,249Balance at December 31, 2016$415,866$10,327$426,193





Net Book ValueAt December 31, 2015$156,597$4,967$161,564At December 31, 2016$210,027$4,245$214,272





The Company completed impairment tests on all of its CGUs in accordance with IAS 36 resulting in no impairment losses on its petroleum properties as at December 31, 2016.





A five percent increase in the discount rate used in the impairment assessments would result in an impairment loss of $4.3 million in Canada.  A five percent decrease in the forward oil prices used in the impairment assessments would result in an impairment loss at North West Gharib of $0.3 million. Neither a five percent increase in the discount rate nor a five percent decrease in the forward price estimates used in the impairment assessments would result in an impairment loss on the West Gharib or West Bakr concessions.





The Company recorded a non-cash impairment loss on its petroleum properties of $77.2 million for the year ended December 31, 2015.  The impairment loss was split between the West Gharib concession ($50.9 million), the West Bakr concession ($23.1 million) and the East Ghazalat concession ($3.2 million).  At West Gharib and West Bakr, the impairment losses were recorded to reduce the carrying value of the assets to their recoverable amounts of $82.9 million and $81.9 million, respectively, which were estimated as the net present value of proved plus probable reserves, discounted at 15%.  The recoverable amounts of the assets declined from prior year due to the continued decline in oil prices throughout 2015.  The East Ghazalat concession was sold in October 2015, and an impairment loss was booked in Q3-2015 to reduce the carrying amount of the assets to the value being paid for the assets in the disposal transaction.


Future development costs of $139.5 million ( 2015 - $29.4 million ) for Proved plus Probable reserves were included in the depletion calculation for the year ended December 31, 2016 .





18. ASSET RETIREMENT OBLIGATION


(000s)Balance at December 31, 2015$—Acquisitions through business combination12,089Effect of movements in foreign exchange rates10Balance at December 31, 2016$12,099





TransGlobe has estimated the net present value of its asset retirement obligation to be $12.1 million as at December 31, 2016 (2015 - $nil) based on a total undiscounted future liability, after inflation adjustment, of $19.0 million (2015 - $nil).  These payments are expected to be made between 2017 and 2066. TransGlobe calculated the present value of the obligations using discount rates between 0.74% and 2.31% to reflect the market assessment of the time value of money as well as risks specific to the liabilities that have not been included in the cash flow estimates.  The inflation rate used in determining the cash flow estimate was 2% per annum.


The Company reviews annually its estimates of the expected costs to reclaim the net interest in its wells and facilities. The resulting changes are categorized as changes in estimates for existing obligations in the preceding table.





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As at December 31, 2016, the entire asset retirement obligation balance related to the Company's Canadian operations.








19.  GOODWILL


An impairment loss of $8.2 million was recognized on the Company's goodwill balance on the West Gharib CGU during the year ended December 31, 2015.  This impairment loss reduced the carrying value of goodwill to zero.  The after-tax cash flows used to determine the recoverable amount of the cash-generating unit to which goodwill was assigned were discounted using an estimated weighted average cost of capital of 15%.





20.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES


Accounts payable and accrued liabilities are comprised of current trade payables and accrued expenses due to third parties.  There were no amounts due to related parties as at December 31, 2016 or December 31, 2015 .


The Company’s exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 7, Financial Instruments and Risk.





21.  LONG-TERM DEBT


The Company's interest-bearing loans and borrowings are measured at amortized cost.


Borrowing Base Facility


In December 2016 the Company terminated its Borrowing Base Facility.  There were no amounts outstanding under the Borrowing Base Facility at the time of termination; however, the Company was utilizing approximately $16.0 million in the form of letters of credit to support its exploration commitments in Egypt.  The letters of credit outstanding under the borrowing base facility were transferred to a bilateral letter of credit facility with Sumitomo Mitsui Banking Corporation ("SMBC").  The issued letters of credit under the bilateral letter of credit facility are secured by cash collateral which is on deposit with SMBC (Note 13).  The exploration commitments are expected to be fulfilled in 2017.


All remaining deferred financing costs related to the Borrowing Base Facility were expensed at the time of termination of the facility.


Note Payable


On December 20, 2016, the Company closed the acquisition of certain petroleum properties in west central Alberta, Canada (Note 6).  The acquisition was partially funded by a vendor take-back note of C$15.0 million ($11.2 million).  The note payable has a 24-month term and bears interest at a rate of 10% per annum.  Principal repayments must be made on a quarterly basis, and must be equal to or greater than 50% of the operating income of the acquired assets.





22.  CONVERTIBLE DEBENTURES


(000s)Balance at December 31, 2014$69,093Fair value adjustment6,615Foreign exchange adjustment(11,860)Balance at December 31, 201563,848Fair value adjustment7,027Foreign exchange adjustment1,780Balance at December 31, 2016$72,655


In February 2012, the Company sold, on a bought-deal basis, C$97.8 million ($97.9 million) aggregate principal amount of convertible unsecured subordinated debentures with a maturity date of March 31, 2017.  The debentures are convertible at any time and from time to time into common shares of the Company at a price of C$13.63 per common share.  The debentures were not redeemable by the Company on or before March 31, 2015 other than in limited circumstances described below or in connection with a change of control of TransGlobe.  The conversion price of the convertible debentures is adjusted for any amounts paid out as dividends on the common shares of the Company.  Interest of 6% is payable semi-annually in arrears on March 31 and September 30.  At maturity or redemption, the Company has the option to settle all or any portion of principal obligations by delivering to the debenture holders sufficient common shares to satisfy these obligations.  On October 17, 2016, a meeting of the Company's debenture holders was held to approve certain amendments to the outstanding debentures.  The amendments were approved, and TransGlobe was granted the right to redeem all outstanding debentures at any point in time at a price equal to the principal amount outstanding, plus accrued and unpaid interest up to (but excluding) the redemption date, plus an interest penalty equal to interest otherwise due up to but excluding the maturity date.


The convertible debentures are classified as financial instruments at fair value through profit or loss, and as such are measured at fair value with changes in fair value included in earnings.  Fair value is determined based on market price quotes from the exchange on which the convertible debentures are traded as at the period end date.  As at December 31, 2016 the convertible debentures were trading at a price of C $99.80 for a   C$100.00 par value debenture.  This represents an increase of $9.40 since December 31, 2015, and as a result the Company has recognized a net expense of $7.0 million with respect to the fair value adjustment for the year ended December 31, 2016.





23. COMMITMENTS AND CONTINGENCIES


The Company is subject to certain office and equipment leases.


Pursuant to the PSC for North West Gharib in Egypt, the Company has a minimum financial commitment of $35.0 million ($5.0 million remaining) and a work commitment for 30 wells and 200 square kilometers of 3-D seismic during the initial-three year exploration period, which commenced





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on November 7, 2013.  As at December 31, 2016 , the Company had expended $30.0 million towards meeting that commitment.  The Company received a six month extension to the initial exploration period, which now extends to May 7, 2017.


Pursuant to the PSC for South East Gharib in Egypt, the Company had a minimum financial commitment of $7.5 million and a work commitment for two wells, 200 square kilometers of 3-D seismic and 300 kilometers of 2-D seismic during the initial three-year exploration period, which commenced on November 7, 2013.  The Company met its financial commitment at South East Gharib in 2016, and relinquished its interest in the concession during the fourth quarter as no commercially viable quantities of oil have been discovered.


Pursuant to the PSC for South West Gharib in Egypt, the Company has a minimum financial commitment of $10.0 million ($3.4 million remaining) and a work commitment for four wells and 200 square kilometers of 3-D seismic during the initial three-year exploration period, which commenced on November 7, 2013.  The Company received a six month extension to the initial exploration period, which now extends to May 7, 2017.  Since no commercially viable quantities of oil have been discovered at South West Gharib, the Company intends to relinquish its interest in the concession during the first half of 2017.  As at December 31, 2016, the Company had expended $6.6 million towards meeting its financial commitment.





Pursuant to the PSC for South Ghazalat in Egypt, the Company had a minimum financial commitment of $8.0 million and a work commitment for two wells and 400 square kilometers of 3-D seismic during the initial three-year exploration period, which commenced on November 7, 2013 and reached its primary term on November 7, 2016.  Prior to expiry, the Company elected to enter the first two-year extension period (expiry November 7, 2018).  The Company had met its financial commitment for the first phase ($8.0 million) and the first extension ($4.0 million), however the Company had not completed the first phase work program.  Prior to entering the first extension the Company posted a $4.0 million performance bond with EGPC to carry forward two exploration commitment wells into the first extension period.  The $4.0 million performance bond is supported by a production guarantee from the Company's producing concessions which will be released when the commitment wells have been drilled.  In accordance with the concession agreement the Company relinquished 25% of the original exploration acreage prior to entering the first extension period.  In addition, the first extension period has an additional financial commitment of $4.0 million, which has been met, and two additional exploration wells.


Pursuant to the PSC for North West Sitra in Egypt, the Company has a minimum financial commitment of $10.0 million ($9.7 million remaining) and a work commitment for two wells and 300 square kilometers of 3-D seismic during the initial three and a half year exploration period, which commenced  on January 8, 2015.  As at December 31, 2016 , the Company had expended $0.3 million towards meeting that commitment.


In the normal course of its operations, the Company may be subject to litigations and claims.  Although it is not possible to estimate the extent of potential costs, if any, management believes that the ultimate resolution of such contingencies would not have a material adverse impact on the results of operations, financial position or liquidity of the Company.


The Company is not aware of any material provisions or other contingent liabilities as at December 31, 2016 .





24. CORPORATE DISPOSITIONS


TransGlobe GOS Inc.


On October 13, 2015 the Company completed a share purchase agreement whereby a wholly-owned subsidiary of TransGlobe disposed of 100% of the common shares of TransGlobe GOS Inc., which holds a 50% non-operated working interest in the East Ghazalat concession in Egypt.  Total consideration received for TransGlobe GOS Inc. was $3.5 million, which was satisfied by cash consideration of $1.0 million and the issuance of a $2.5 million note.  Due to collection uncertainty and the low oil price environment the Company did not recognize the $2.5 million note receivable as part of the disposition gain or loss calculation.  In September 2016, the note and interest due were settled entirely for $0.2 million.


The total net book value of identifiable assets and liabilities sold was equal to the cash consideration paid by the acquiring Company.  As a result, no gain or loss was recognized for the year ended December 31, 2015 related to the disposal.  The cash consideration of $1.0 million was received immediately upon completion of the transaction.  The assets and liabilities disposed of in this transaction are summarized in the table below:


(000s)Estimated book value of disposition:Petroleum properties$1,000Accounts receivable2,332Accounts payable and accrued liabilities(2,332)1,000Proceeds from disposition:Cash consideration1,0001,000(Gain)/Loss on corporate disposition$—


TG West Yemen Inc.


On October 29, 2015 the Company completed a share purchase agreement whereby a wholly-owned subsidiary of TransGlobe disposed of 100% of the common shares of TG West Yemen Inc., which holds a 25% non-operated working interest in the Block S-1 and Block 75 concessions in Yemen. The Company received cash consideration of $0.5 million immediately upon closing of the transaction. TransGlobe will receive an additional  $1.5 million if Block S-1 produces hydrocarbons for a period of 90 consecutive days or 180 days in any 360 day period, or if the acquiring company directly or indirectly acquires legal or beneficial title to all or substantially all of the equity interests in Block S-1.  Due to ongoing political turmoil in the region and collection uncertainty the Company did not recognize the $1.5 million contingent consideration as part of the disposition gain or loss calculation.





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The total net book value of identifiable assets and liabilities sold was less than the cash consideration received by the Company, resulting in the recognition of a loss on the disposition.  The assets and liabilities disposed of in this transaction are summarized in the table below:


(000s)Estimated book value of disposition:Deposits and prepaid expenses$750Accounts receivable126876Proceeds from disposition:Cash consideration500Working capital adjustment124624(Gain)/Loss on corporate disposition$252





25.  SHARE CAPITAL


Authorized


The Company is authorized to issue an unlimited number of common shares with no par value.


Issued


December 31, 2016December 31, 2015(000s)SharesAmountSharesAmountBalance, beginning of year72,206$152,08475,240$164,006Purchase of common shares——(3,104)(12,221)Stock options exercised——70208Share-based compensation on exercise———91Balance, end of year72,206$152,08472,206$152,084





On March 25, 2015, the Toronto Stock Exchange ("TSX") accepted the Company's notice of intention to make a Normal Course Issuer Bid ("NCIB") for its common shares.  Under the NCIB, the Company was permitted to acquire up to 6,207,585 common shares, which was equal to 10% of the public float.  The NCIB commenced on March 31, 2015, and terminated on March 30, 2016.


During the year ended December 31, 2015, the Company repurchased a total of 3,103,792 common shares. All common shares acquired were cancelled and the cost of shares repurchased (including transaction costs) was applied directly against share capital.  No common shares were repurchased during the year ended December 31, 2016.





26.  SHARE-BASED PAYMENTS


The Company operates a stock option plan (the "Plan") to provide equity-settled share-based remuneration to directors, officers and employees.  The number of common shares that may be issued pursuant to the exercise of options awarded under the Plan and all other Security Based Compensation Arrangements of the Company is 10% of the common shares outstanding from time to time.  All incentive stock options granted under the Plan have a per-share exercise price equal to the weighted average trading price of the common shares for the five trading days prior to the date of grant.  Each tranche of an award with different vesting dates is considered a separate grant for the calculation of fair value and the resulting fair value is amortized over the vesting period of the respective tranches.


The following tables summarize information about the stock options outstanding and exercisable at the dates indicated:


20162015Weighted-Weighted-NumberAverageNumberAverageofExerciseofExercise(000s except per share amounts)OptionsPrice (C$)OptionsPrice (C$)Options outstanding, beginning of year5,3489.056,0279.58Granted1,4702.191,0244.99Exercised——(70)3.64Cancelled / Forfeited(54)11.84(896)9.73Expired(718)12.95(737)8.35Options outstanding, end of year6,0466.875,3489.05Options exercisable, end of year3,5279.143,07510.75








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Options OutstandingOptions ExercisableWeighted-Weighted-NumberAverageWeighted-NumberAverageWeighted-ExerciseOutstanding atRemainingAverageExercisable atRemainingAveragePricesDecember 31, 2016ContractualExercise PriceDecember 31, 2016ContractualExercise(C$)(000s)Life (Years)(C$)(000s)Life (Years)Price (C$)2.19 - 3.591,4704.22.19———3.60 - 6.131,0243.44.993413.44.996.14 - 9.121,1182.47.387522.47.399.13 - 9.321,3811.29.131,3811.29.139.33 -15.661,0530.511.751,0530.511.756,0462.46.873,5271.59.14





Share–based compensation


Compensation expense of $1.3 million was recorded in general and administrative expenses in the Consolidated Statements of Earnings and Comprehensive Income and Changes in Shareholders’ Equity during year ended December 31, 2016 ( 2015 - $2.1 million ) in respect of equity-settled share-based payment transactions.  The fair value of all common stock options granted is estimated on the date of grant using the lattice-based trinomial option pricing model.  The weighted average fair value of options granted during the period and the assumptions used in their determination are as noted below:


20152015Weighted average fair market value per option (C$)0.721.36Risk free interest rate (%)0.54%0.67%Expected volatility (based on actual historical volatility) (%)49.76%51.39%Dividend rate—%4.79%Expected forfeiture rate (non-executive employees) (%)—%—%Suboptimal exercise factor1.251.25


All options granted vest annually over a three-year period and expire five years after the grant date.  During the year ended December 31, 2016 , no employee stock options were exercised ( 2015 – 70,000 ).  The fair value related to the options exercised in 2015 was $0.1 million at time of grant and was transferred from contributed surplus to share capital.  As at December 31, 2016 and December 31, 2015 , the entire balance in contributed surplus was related to previously recognized stock-based compensation expense on equity-settled stock options.


Restricted share unit, performance share unit and deferred share unit plans


In May 2014, the Company implemented a restricted share unit ("RSU") plan, a performance share unit ("PSU") plan and a deferred share unit ("DSU") plan.  RSUs may be issued to directors, officers and employees of the Company, and each RSU entitles the holder to a cash payment equal to the fair market value of a TransGlobe common share on the vesting date of the RSU.  All RSUs granted vest annually over a three-year period, and all must be settled within 30 days of their respective vesting dates.


PSUs are similar to RSUs, except that the number of PSUs that ultimately vest is dependent on achieving certain performance targets and objectives as set by the board of directors.  Depending on performance, vested PSUs can range between 50% and 150% of the original PSU grant.  All PSUs granted vest on the third anniversary of their grant date, and all must be settled within 60 days of their vesting dates.


DSUs are similar to RSUs, except that they become fully vested on the date of grant and are only issued to directors of the Company.  Distributions under the DSU plan do not occur until the retirement of the DSU holder from the Company's board of directors.


The number of RSUs, PSUs and DSUs outstanding as at December 31, 2016:


RestrictedPerformanceDeferredShareShareShare(000s)UnitsUnitsUnitsUnits outstanding, beginning of year545710270Granted309691167Exercised(203)——Forfeited(105)(35)—Reinvested———Units outstanding, end of year5461,366437


Compensation expense of $1.1 million was recorded in general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income and Changes in Shareholders' Equity during the year ended December 31, 2016 in respect of share units granted under the three plans described above (2015 - $0.7 million).  The expense related to the share units granted under these plans is measured at fair value using the lattice-based trinomial pricing model and is recognized over the vesting period, with a corresponding liability recognized on the Consolidated Balance Sheet.  Until the liability is ultimately settled, it is re-measured at each reporting date with changes to fair value recognized in earnings.











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27.  PER SHARE AMOUNTS


The weighted-average number of common shares outstanding (basic and diluted) for the year ended December 31, 2016 was 72,205,369 (2015 - 73,489,746).  These outstanding share amounts were used to calculate earnings (loss) per share in the respective periods.


In determining diluted earnings per share, the Company assumes that the proceeds received from the exercise of “in-the-money” stock options are used to repurchase common shares at the average market price.  In calculating the weighted-average number of diluted common shares outstanding for the year ended December 31, 2016 , the Company excluded 4,576,100 stock options ( 2015 – 5,348,100 ) as their exercise price was greater than the average common share market price in the year.


The convertible debentures are dilutive in any period in which earnings per share is reduced by the effect of adjusting net earnings for the impact of the convertible debentures, and adjusting the weighted-average number of shares outstanding for the potential shares issuable on conversion of the convertible debentures.





28.  DIVIDENDS


The Company suspended its quarterly dividend effective March 8, 2016.  During the year ended December 31, 2015, the Company paid quarterly dividends on its common shares of $0.05 per share for the first three quarters and $0.025 per share for the fourth quarter.





29. RELATED PARTY DISCLOSURES


Details of controlled entities are as follows*:


Ownership InterestOwnership InterestCountry of20162015Incorporation(%)(%)TransGlobe Petroleum International Inc.Turks & Caicos100100TG Holdings Yemen Inc.Turks & Caicos100100TransGlobe West Bakr Inc.Turks & Caicos100100TransGlobe West Gharib Inc.Turks & Caicos100100TG Holdings Egypt Inc.Turks & Caicos100100TG South Alamein Inc.Turks & Caicos100100TG South Mariut Inc.Turks & Caicos100100TG South Alamein II Inc.Turks & Caicos100100TG Energy Marketing Inc.Turks & Caicos100100TG NW Gharib Inc.Turks & Caicos100100TG SW Gharib Inc.Turks & Caicos100100TG SE Gharib Inc.Turks & Caicos100100TG S Ghazalat Inc.Turks & Caicos100100TransGlobe Petroleum Egypt Inc.Turks & Caicos100100


* Includes only entities that were active as at December 31, 2016.








30.  COMPENSATION OF KEY MANAGEMENT PERSONNEL


Key management personnel have been identified as the board of directors and the five executive officers of the Company.


Key management personnel remuneration consisted of the following:


(000s)20162015Salaries, incentives and short-term benefits$3,237$2,485Share-based compensation1,7751,994$5,012$4,479











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31.  SEGMENTED INFORMATION


The Company has two reportable operating segments for the year-ended December 31, 2016: the Arab Republic of Egypt and Canada.  The Company, through its operating segments, is engaged primarily in oil exploration, development and production and the acquisition of properties.  In January 2015, the Company relinquished its interests in Block 32 (13.81% working interest) and Block 72 (20% working interest) in Yemen (effective March 31, 2015 and February 28, 2015, respectively) due to ongoing political and tribal turmoil in the vicinity of the blocks.  On October 29, 2015 the Company completed a share purchase agreement whereby a wholly-owned subsidiary of TransGlobe disposed of 100% of the common shares of TG West Yemen Inc., which holds a 25% non-operated working interest in the Block S-1 and Block 75 concessions in Yemen.  The Company no longer owns any interests in Yemen.


In presenting information on the basis of operating segments, segment revenue is based on the geographical location of assets which is also consistent with the location of the segment customers.  Segmented assets are also based on the geographical location of the assets.  There are no inter-segment sales.


The accounting policies of the operating segments are the same as the Company’s accounting policies.


EgyptYemenCanadaTotal(000s)20162015201620152016201520162015RevenueOil sales, net of royalties$62,634$91,725$—$487$500$—$63,134$92,212Finance revenue102369—2——102371Total segmented revenue62,73692,094—489500—63,23692,583Segmented expensesProduction and operating40,05448,041—4,655269—40,32352,696Transportation costs————12—12—Selling costs8754,557————8754,557Finance costs————31—31—Depletion, depreciation and amortization28,38642,366——303—28,68942,366Realized derivative loss on commodity contracts956688————956688Income taxes - current15,45525,284—199——15,45525,483Income taxes - deferred(3,009)(36,041)————(3,009)(36,041)Impairment loss33,42685,373————33,42685,373Loss on corporate disposition———252———252Total segmented expenses116,143170,268—5,106615—116,758175,374Segmented earnings (loss)$(53,407)$(78,174)$—$(4,617)$(115)$—(53,522)(82,791)Non-segmented expenses (income)General and administrative17,55521,336Foreign exchange (gain) loss3,607(11,613)Depreciation and amortization488509Unrealized (gain) loss on financial instruments7,0276,615Finance revenue(571)(312)Finance costs6,0376,274Total non-segmented expenses34,14322,809Net earnings (loss) for the year$(87,665)$(105,600)Capital expendituresExploration and development$26,658$44,747$—$—$—$—$26,658$44,747Property acquisition————59,475—59,475—Corporate—155Total capital expenditures$86,133$44,902








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The carrying amounts of reportable segment assets and liabilities are as follows:


December 31, 2016(000s)EgyptYemenCanadaTotalAssetsIntangible exploration and evaluation assets$105,869$—$—$105,869Property and equipmentPetroleum properties138,757—71,270210,027Other assets2,785——2,785Other35,755—62036,375Segmented assets283,166—71,890355,056Non-segmented assets51,086Total assets$406,142LiabilitiesAccounts payable and accrued liabilities$14,005$—$432$14,437Current and long-term note payable——11,16211,162Asset retirement obligation——12,09912,099Segmented liabilities14,005—23,69337,698Non-segmented liabilities83,128Total liabilities$120,826





December 31, 2015(000s)EgyptYemenCanadaTotalAssetsIntangible exploration and evaluation assets$122,020$——$122,020Property and equipmentPetroleum properties156,597——156,597Other assets3,019——3,019Other66,4382,239—68,677Segmented assets348,0742,239—350,313Non-segmented assets105,187Total assets$455,500LiabilitiesAccounts payable and accrued liabilities$10,080$1,388—$11,468Deferred taxes3,009——3,009Segmented liabilities13,0891,388—14,477Non-segmented liabilities69,339Total liabilities$83,816








32. SUPPLEMENTAL CASH FLOW INFORMATION


Changes in non-cash working capital consisted of the following:


(000s)20162015Operating Activities(Increase) decrease in current assetsAccounts receivable$8,093$94,646Prepaids and other1,15913,925Product inventory1(3,242)(9,122)Increase (decrease) in current liabilitiesAccounts payable and accrued liabilities1,286(13,021)$7,296$86,4281The change in non-cash working capital associated with product inventory represents the change in operating costs capitalized as product inventory in the respective periods.








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(000s)20162015Investing ActivitiesIncrease (decrease) in current liabilitiesAccounts payable and accrued liabilities5,556(16,000)$5,556$(16,000)








33. EVENTS AFTER THE REPORTING PERIOD


On February 10, 2017, the Company completed a $75 million crude oil prepayment agreement between its wholly owned subsidiary, TransGlobe Petroleum International Inc. ("TPI") and Mercuria Energy Trading SA ("Mercuria") of Geneva, Switzerland.


The initial advance under the prepayment agreement will be used to refinance the 6.0% convertible debentures of the Company maturing on March 31, 2017 and thereafter for working capital purposes of the Company and its subsidiaries.


TPI's obligations under the prepayment agreement will be guaranteed by the Company and the subsidiaries of TPI (the "Guarantors").  The obligations of TPI and the Guarantors will be supported by, among other things, a pledge of equity held by the Company in TPI and a pledge of equity held by TPI in its subsidiaries. This funding arrangement has a term of four years, maturing March 31, 2021 and advances bear interest at a rate of Libor plus 6.0%. The funding arrangement is revolving with each advance to be satisfied through the delivery of crude oil to Mercuria.  Further advances become available upon delivery of crude oil to Mercuria up to a maximum of $75 million and subject to compliance with the other terms and conditions of the pre-payment agreement. In conjunction with the prepayment agreement, TPI has also entered into a marketing contract with Mercuria to market nine million barrels of TPI’s Egypt entitlement production.  The pricing of the crude oil sales will be based on indexed market prices at the time of sale.





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