3R PETROLEUM ÓLEO E GÁS S.A. (“3R” or “Company”) (B3: RRRP3), in addition to the Material Fact of May 19, 2023, informs its investors and the market in general that, on June 7, 2023, the National Agency of Petroleum, Natural Gas and Biofuels (“ANP”) approved the transfer of the entire stake (100%) of Petróleo Brasileiro S.A. (“Petrobras”) over the Potiguar Cluster, located in the Potiguar Basin, in the State of Rio Grande do Norte, for 3R Potiguar S.A. (“3R Potiguar”), a wholly-owned subsidiary of the Company.
The transaction was concluded with the payment to Petrobras, on today’s date, of US$ 1.098 billion (R$ 5.408 billion), already considering the adjustments provided for in the contract, which are added to the installment of US$ 110 million (R$ 591,95 million) paid upon the signature of the contract, on January 31, 2022. The contract also provides for the payment of US$ 235 million, divided into 4 annual installments of US$ 58.75 million, starting on March 2024. 3R will take over the operation of the asset from June 8, 2023.
In addition to the Material Facts published on August 2 and October 20, 2022, it is worth mentioning that the financing lines contracted with BTG Pactual S.A. and financial institutions led by Morgan Stanley Senior Funding Inc. (“Morgan Stanley”), which add up to US$ 1 billion, were disbursed on behalf of 3R Potiguar to make the closing payment.
The acquisition of the Potiguar Cluster includes (i) the assignment of the concession contracts for a set of 22 oil and gas fields, as well as all the infrastructure and pipeline systems that support the operation and (ii) the transfer of all the installations of the Industrial Asset of Guamaré (“IAG”), which comprises the natural gas processing units (UPGNs), the Clara Camarão refinery and the Guamaré Waterway Terminal, with wide storage capacity and systems that allow the export, import and cabotage of oil and oil products.
About the Potiguar Cluster
The Potiguar Cluster comprises three sub-cluster of concessions: (i) Canto do Amaro, which comprises twelve onshore production concessions; (ii) Alto do Rodrigues, which comprises seven onshore production concessions; and (iii) Ubarana, which comprises three concessions located in shallow waters, between 10 and 22 km from the coast. The Cluster logistics are optimized by the integration of the production fields with an extensive network of pipelines that transport the fluids produced to the processing and tanking facilities located at the IAG.
The Potiguar Cluster concessions registered, in 2023, an average production of 16.5 thousand barrels of oil per day and 37.3 thousand m³/day of natural gas. Considering the production of the Potiguar Cluster, the Company’s pro forma production reached 42.3 thousand barrels of oil equivalent per day in April 2023.
The three sub-clusters have complete infrastructure to support operations, among which the following stand out: (i) collection, compression and water injection stations; (ii) power substations; (iii) steam generation system with pipelines and generating and injection stations; (iv) offshore platforms connected to the IAG facilities by pipelines; (v) onshore and offshore production flow system; and (vi) operational bases, laboratories for analysis, maintenance sheds and stock of materials.
Additionally, the IAG brings together all the necessary infrastructure for processing, refining, logistics and the storage of oil and gas from all onshore and offshore fields in the State of Rio Grande do Norte, including those previously acquired by 3R (Macau, Areia Branca and Pescada clusters) and fields operated by other companies in the sector. Among the structures that make up the IAG, the following stand out:
❖ Oil and water treatment plants with capacity for approximately 750,000 barrels of fluids per day;
❖ Tanking with high storage capacity for oil and oil products;
❖ Clara Camarão refinery, with an installed refining capacity of 39,600 barrels of oil per day, which serves the gasoline, diesel, bunker and aviation kerosene markets of Rio Grande do Norte, Ceará and Paraíba, with potential to expand these markets and reach other border states;
❖ Natural gas processing units (UPGNs) with a capacity of 1.8 million m³ of gas per day, in addition to compressors for gas export that are connected to the gas transport networks in the Northeast and Southeast of the country; and
❖ Guamaré Waterway Terminal, with high export, import and cabotage capacity for oil and oil products.
As shown on the map of the Potiguar Basin below, the Potiguar Cluster is fully integrated with the other assets acquired by the Company in the region, which enables an optimized operation, taking advantage of synergies, gaining scale with suppliers and service providers, as well as reducing of logistical costs.
The Potiguar cluster will bring commercial flexibility to all of 3R’s production from the concessions located in Rio Grande do Norte: (i) for oil, the Company now has independent access to the international market, being able to export it via the Guamaré Waterway Terminal and /or refine it at Clara Camarão Refinery, supplying local distributors; and (ii) for gas, access to a new portfolio of customers located on the Brazilian coast, with its own processing and compression capacity.
This acquisition represents a milestone in the history and construction of 3R’s portfolio. The asset substantially expands the scale of production and capacity to replace and increase reserves in the coming years, positioning the Company as one of the main players in the oil and gas industry in Latin America.
Finally, 3R reinforces its commitment to keep its investors and the market in general duly informed, in line with the best corporate governance practices and in strict compliance with the legislation in force.