Seacrest Petroleo Bermuda Limited: Stabilization and over-allotment notice

23 Feb 2023 08:00 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, 23 February 2023: Reference is made to
the announcement by Seacrest Petroleo Bermuda Limited ("Seacrest Petroleo" or
the "Company", OSE ticker code "SEAPT") on 22 February 2023 regarding completion
of the initial public offering of the Company's shares (the "Offering" or the
"IPO").

ABG Sundal Collier ASA (the "Stabilization Manager") may, on behalf of the
Managers (as defined below), engage in stabilization activities from today, to
and including 6 April 2023 (the "Stabilization Period"). The stabilization
transactions will be aimed to support the market price of the Company’s shares.

In connection with the Offering, the Managers have over-allotted a total of
40,333,333 shares in the Company (the “Additional Shares”) to the applicants in
the Offering, equal to approximately 10% of the total number of new shares
initially allocated in the Offering.

In order to permit delivery in respect of the over-allotments made, the
Stabilization Manager, on behalf of the Managers, has borrowed, from Seacrest
Partners III, L.P., a number of shares equal to the number of Additional Shares.
For further details on over-allotment and stabilization activities, please see
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").

Furthermore, the Company has granted to the Stabilization Manager, on behalf of
the Managers, an over-allotment option (the "Over-Allotment Option") with a
right to subscribe for up to 40,333,333 new shares in the Company at a share
price of NOK 6.00 per share, which is equal to the offer price in the Offering
(the "Offer Price"). The Over-Allotment Option is exercisable, in whole or in
part, by the Stabilization Manager, on behalf of the Managers, within the
Stabilization Period. Hence, the Stabilization Manager may close out any short
positions created by over-allotting shares in the Offering by purchasing shares
in the open market through stabilization activities and/or by exercising the
over-allotment option.

The Stabilization Manager may effect transactions with a view to supporting the
market price of the Company’s shares at a higher level than what might otherwise
prevail, by buying shares in the Company in the open market at prices equal to
or lower than, but not above, the Offer Price. There is no obligation for the
Stabilization Manager to conduct stabilization activities, and there can be no
assurance that stabilization activities will be undertaken. If commenced,
stabilization activities may be discontinued at any time, and will in any case
be brought to an end upon expiry of the Stabilization Period.

Any stabilization activities will be conducted in accordance with the EU Market
Abuse Regulation (Regulation (EU) No 596/2014) and the Commission Delegated
Regulation (EU) 2016/1052, as implemented into Norwegian law by section 3-1 of
the Norwegian Securities Trading Act, regarding regulatory technical standards
for the conditions applicable to buy-back programmes and stabilization of
financial instruments.

If stabilization activities are undertaken, information on the activities will
be published no later than seven trading days following such transaction(s).
Further, within one week after the expiry of the Stabilization Period, the
Stabilization Manager will publish information on the Company's ticker "SEAPT"
as to whether or not stabilization activities were undertaken. If stabilization
activities were undertaken, the statement will also include information about:
(i) the total amount of shares sold and purchased; (ii) the dates on which the
Stabilization Period began and expired; (iii) the price range between which
stabilization was carried out, as well as the highest, lowest and average price
paid during the Stabilization Period; and (iv) the date on which stabilization
activities last occurred.

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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