3R Petroleum signs MOU with Enauta and Maha Offshore

3R PETROLEUM ÓLEO E GÁS S.A. (“3R” or “Company”) (B3: RRRP3), under the terms of art. 157, § 4, of Law No. 6,404 and CVM Resolution No. 44, communicates to its investors and the market in general, following the material fact disclosed on April 1, 2024, that has signed, on this date, Memorandum of Understanding (“MOU”) with Enauta Participações S.A. (“Enauta”), jointly referred to as “Parties”, and Maha Energy Offshore Brasil Ltda. (“Maha”).

The objective of the document is to summarize the understandings relating to the Potential Operation, which includes:

1. the implementation will be based on the incorporation of all shares issued by Enauta by 3R, with the attribution, to Enauta shareholders, of common shares issued by 3R. As a result, and prior to the implementation of the Roll-Up described below, the new composition of 3R’s share capital will be 53% (fifty-three percent) of 3R’s shareholders and 47% (forty-seven percent ) of Enauta shareholders, subject to adjustments arising from confirmatory due diligence and usual market metrics, including: (i) declaration and/or payment of earnings, dividends and/or interest on equity greater than the amount of minimum mandatory dividend, ( ii) bonus, split or grouping of shares, (iii) new grants of shares and/or options within the scope of compensation plans, (iv) increase and/or reduction of capital, and (v) number of shares in circulation.
2. Roll-Up of Maha’s stake in 3R Offshore, so that Maha receives common shares issued by 3R corresponding to 2.17% of the total and voting share capital after the incorporation of all shares issued by Enauta by 3R, in exchange for its 15% stake in 3R Offshore. Maha and 3R will engage a top-tier investment bank to issue a fairness opinion on the valuation and the exchange ratio.

Among other provisions established in the MOU, the Company highlights:

1. The exclusivity right mutually granted between Enauta and 3R to analyze the Potential Operation during a period of 30 (thirty) days, counting from the date of signature of the MOU, automatically extendable for an additional period of 30 (thirty) days, if Enauta and 3R do not express themselves otherwise; and
2. The Parties will have the right to carry out confirmatory due diligence (“Diligence”) with an estimated completion period of up to 21 (twenty-one) days, counting from the date of signing the MOU.

The MOU entered into force and is fully effective on this date and will be in force until the date of signature of the Definitive Documents or the date on which either Party ends negotiations on the implementation of the Potential Operation, observing other established obligations, including the analysis of the most efficient structure for Potential Transaction.

The Company informs that Banco Itaú BBA S.A., Banco BTG Pactual S.A., Spinelli Advogados, Mattos Filho, Veiga Filho, Marrey Jr. and Quiroga Advogados are acting as its financial and legal advisors.

Finally, the Company reaffirms its commitment to keeping its investors and the market in general duly informed, in line with the best corporate governance practices and in strict compliance with current legislation.

Simplified Indicative Transaction Structure

Rio de Janeiro, April 9, 2024

Rodrigo Pizarro
Chief Financial and Investor Relations Officer