PRIO Acquisition of Interest in the Peregrino Field

PRIO S.A. (“Company” or “PRIO”) (B3: PRIO3), informs its shareholders and the market in general that it has signed contracts with Equinor Brasil Energia Ltda (“Equinor”) for the acquisition of 60% interest and operation of the Peregrino and Pitangola Fields (“Field” or “Peregrino”).

The deal, which will add 202 million barrels of oil in 1P+1C reserves and resources according to reserve estimates as of 01/01/2024, is divided into two parts: (i) acquisition of 40% interest and operation, and (ii) acquisition of 20% interest.

Thus, Peregrino will be fully owned and operated by PRIO. The acquisitions are subject to the usual conditions precedent for this type of operation, such as approval by the National Petroleum Agency (“ANP”) and approval by the Brazilian Antitrust Authority (“CADE”).

The transactions will have a combined value of US$ 3,350 million. The 40% operation will be divided into: (i) US$ 2,233 million for the 40% stake and operation, and (ii) an earn-out of US$ 166 million contingent on the completion of the 20% operation. The 20% operation will have a value of US$ 951 million. The payments due upon completion of the acquisitions will be subject to adjustments until the closing of the transaction (counted from January 1, 2024), such as the asset’s financial performance and interest¹, as in similar transactions.

The Company expects the transactions to be completed between the end of 2025 and the first half of 2026, and all amounts will be paid using resources already available in PRIO’s current accounts, combined with the Company’s cash generation until the closing of the operation, and a temporary increase in leverage levels, reaching approximately 2.0 times Net Debt / EBITDA, within healthy and conservative ranges.

PRIO was advised by Jefferies bank, and by the law firms Tauil & Chequer Advogados associated with Mayer Brown in Brazil and Mayer Brown International LLP in the United Kingdom.