Seacrest Petroleo Bermuda Limited: IPO successfully completed

22 Feb 2023 01:39 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER
JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE “IMPORTANT INFORMATION” AT THE END
OF THE PRESS RELEASE.

Rio de Janeiro, Brazil/Hamilton, Bermuda, 21 February 2023: Reference is made to
the announcements made by Seacrest Petroleo Bermuda Limited (“Seacrest Petroleo”
or the "Company”, OSE ticker code "SEAPT") on 9 and 17 February 2023, regarding
the initial public offering of the Company's shares (the "Offering" or the
"IPO").

Seacrest Petroleo is pleased to announce that it has raised approximately NOK
2,662 million (equivalent to USD 260 million) in gross proceeds through the
allocation of 443,666,666 new shares in the Offering (the "Offer Shares") at a
price per Offer Share of NOK 6 (the "Offer Price").

Michael Stewart, the CEO of Seacrest Petroleo said: “We are pleased for the
support from long-term quality investors alongside existing investors to
participate in the listing of Seacrest Petroleo, which will become the third
largest onshore oil and gas producer in Brazil in terms of reserves and
production. There is significant value creation potential in our uniquely
integrated production assets through a series of low-risk redevelopment
activities which are expected to triple production by 2025. Our high cashflow
margin production allows us to grow and plan for returning capital to
shareholders in the near term.”
The Offering in brief:
• The Offer Shares are priced at NOK 6 per Offer Share. The Offer Price implies
a market capitalisation of the Company of approximately NOK 3,927 million
(equivalent to USD 383 million) assuming that the Over-Allotment Option (as
defined below) is not exercised, increasing to approximately NOK 4,169 million
(equivalent to USD 407 million) if the Over-Allotment Option is exercised in
full.

• A total number of 443,666,666 Offer Shares (including the Additional Shares,
as defined below) were allocated in the Offering, representing approximately 64%
of the Company's shares post the Offering assuming that the Over-Allotment
Option is exercised in full. The free float of Seacrest Petroleo following
completion of the Offering will be approximately 57% if the Over-Allotment
Option is exercised in full.

• The Managers (as defined below) have over-allotted 40,333,333 shares (the
“Additional Shares”), representing approximately 10% of the number of Offer
Shares allocated in the Offering (excluding the Additional Shares), and have
exercised their option to borrow an equal number of shares from Seacrest
Partners III, L.P. for the purpose of facilitating such over-allotments.

• Mercuria Energy Group Limited has been allocated approximately USD 80 million
in the Offering and will have an ownership of approximately 30% following
completion of the Offering, assuming that the Over-Allotment Option is not
exercised falling to 28% if the Over-Allotment Option is exercised in full.

• The trading of the shares in Seacrest Petroleo on Euronext Expand on the Oslo
Stock Exchange is expected to commence on 23 February 2023 under the ticker
"SEAPT".

Notifications of allocated Offer Shares and the corresponding amount to be paid
by investors are expected to be communicated to investors on or around 22
February 2023. In accordance with the terms and subject to the conditions as
laid down in the Prospectus (as defined below), the Offer Shares in both the
institutional offering and the retail offering are expected to be delivered on
or around 24 February 2023. The Managers (as defined below) may be contacted for
information regarding allocation, payment and delivery of the Offer Shares.

As further described in the prospectus prepared and published by Seacrest
Petroleo on 8 February 2023, as supplemented by the prospectus supplements dated
10 February 2023 and 18 February 2023, respectively (the "Prospectus"), ABG
Sundal Collier ASA (the "Stabilization Manager"), on behalf of the Managers, has
been granted an over-allotment option (the “Over-Allotment Option”),
exercisable, in whole or in part, within a 30-day period commencing at the time
of listing of the Company's shares, to cover over-allotments or other short
positions in connection with the Offering. A separate disclosure will be issued
by the Stabilization Manager regarding the over-allotment and stabilization
activities.

Following issuance of the Offer Shares, but prior to exercise of the
Over-Allotment Option the Company will have an issued share capital of USD 6,545
divided into 654,527,864 shares, each with a par value of USD 0.00001.

The Company and members of the Company's management and board of directors will
be subject to a 180-day and a 365-day lock-up period respectively. Seacrest
Partners III, L.P. and certain other major shareholders of the Company will be
subject to a 180-day lock-up period.

ABG Sundal Collier ASA and Pareto Securities AS are acting as joint global
coordinators and joint bookrunners, SpareBank 1 Markets AS is acting as joint
bookrunner in the IPO, and Banco BTG Pactual SA. – Cayman Branch and Itau BBA
USA Securities, Inc. are acting as international placement agents in the IPO
(together, the "Managers").

Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the
Company, Wakefield Quin Limited is acting as Bermuda legal counsel to the
Company and Cleary Gottlieb Steen & Hamilton LLP is acting as U.S. legal counsel
to the Company. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel
to the Managers, MJM Limited is acting as Bermuda legal counsel to the Managers,
and Simpson Thacher & Bartlett LLP is acting as U.S. legal counsel to the
Managers.

For further information, please contact:

Torgeir Dagsleth, Chief Financial Officer
Seacrest Petroleo Bermuda Limited
Tel. +47 958 91 970
E-mail: torgeir.dagsleth@seacrest.com

Crux Advisers AS is acting as communications and investor relations adviser.

Senior Advisor Jan Petter Stiff
Crux Advisers AS
Tel. +47 995 13891
E-mail: jps@crux.no

About Seacrest Petroleo:

Seacrest Petroleo is an independent oil and gas production company with an
integrated portfolio of onshore producing oil fields and export infrastructure
onshore in Espírito Santo, Brazil. The fields have estimated oil and gas in
place volumes of 1.2 billion barrels of oil equivalents and certified 2P
reserves of 140 million barrels of oil equivalents. Current production is 7,000
bbl/d which is expected to triple by 2025. The Company has exclusive control
over its infrastructure, continuously from field production to offshore tanker
loading terminal, allowing for cost-effective operations, and enabling direct
access to markets for its premium grade products. The Company has offices in
Bermuda, Norway and Brazil.

Important information
This communication does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of the Company in
the United States, Brazil or any other jurisdiction. The securities of the
Company may not be offered or sold in the United States or in Brazil absent
registration or an exemption from registration under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act") and the Brazilian laws. The
securities of the Company have not been, and will not be, registered under the
U.S. Securities Act. The Securities of the Company have not been, and will not
be, registered in Brazil. Any sale in Brazil of the securities mentioned in this
communication will be made solely to "Investidores Profissionais” as defined in
Resolution CVM 30. No public offering of the securities will be made in the
United States or in Brazil.

This communication is not a prospectus for the purposes of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the public or admitted
to trading on a regulated market (the "EU Prospectus Regulation"). In any EEA
member state, other than Norway, this communication is only addressed to and is
only directed at qualified investors in that member state within the meaning of
the EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA member state.

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.

This announcement is made by, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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