Seacrest Petroleo Bermuda Limited Update on Convertible Bonds and mandatory notification of trade by primary insiders

04 Oct 2024 17:35 CEST

NOT FOR DISTRIBUTION IN THE UNITED STATES

Rio de Janeiro, Brazil/Hamilton, Bermuda, 4 October 2024: Reference is made to
the announcements by Seacrest Petroleo Bermuda Limited ("Seacrest Petroleo" or
the "Company") during September 2024 regarding a 3-year USD 28.658 million
unsecured convertible bond issue (the "Bonds" and the "Bond Issue").

All material conditions precedent for the First Tranche (as defined below)
have today been fulfilled. Settlement of the First Tranche is expected to be
made within 11 October 2024.

Key terms of the Bond Issue
The Bonds will have a fixed coupon of 10.00% per annum for the 12 month period
starting 18 September 2024, 20.00% per annum for the subsequent 12 month
period and 25.00% thereafter. The coupon will be payable semi-annually in
arrears.

The net proceeds from the Bond Issue will be used to further strengthen the
Company's balance sheet, pay fees, costs and expenses related to the issuance
of the bonds, satisfy conditions for the leverage ratio covenant waivers
agreed by the Group's lenders and bondholders, and enable the Company to
continue growing production through drilling, work-overs and other field
development optimisations at the Norte Capixaba and Cricaré Clusters, as well
as for general corporate purposes.

The Bonds will be issued in two tranches. Bonds constituting approximately USD
8 million will constitute the initial issuance of the Bonds (the "First
Tranche"). The issuance of the remaining amount of the Convertible Bonds,
being approximately USD 20.7 million (the "Second Tranche") shall occur no
later than 16 October 2024 upon the satisfaction of the certain conditions
precedent, including that either (i) Petróleo Brasileiro S.A. -- Petrobras
("Petrobras") has deferred for twelve months the payment of the instalment of
USD 45,000,000 plus interest (and subject to other adjustment factors) payable
by Seacrest Petroleo SPE Cricaré S.A. ("SPE Cricaré") on 31 December 2024
pursuant to a purchase and sale agreement between Petrobras and SPE Cricaré;
or (ii) the Company and one of its subsidiaries has entered into a binding
term sheet for the issuance by such subsidiary of equity securities to a third
party for a cash investment of not less than USD 50,000,000.

Each bondholder may elect to convert all its Bonds (principal only and no
accrued interest) to shares at any time prior to 28 February 2025. Subject to
customary adjustments, the conversion price will be equal to (i) NOK 0.7393
per share multiplied by 0.35 for conversions exercised prior to the issuance
of the Second Tranche and (ii) NOK 0.80 per share for conversions exercised
thereafter. In addition, each bondholder may elect to convert all its Bonds
(including accrued and unpaid interest) during a period of 15 Business Days
after the Company issues shares raising gross proceeds of more than USD
5,000,000 and less than USD 50,000,000, at the price per share in such
issuance, multiplied by a discount factor, being 95% for the first 12 months
of the Bond tenor, 90% for the subsequent 12 months and 85% thereafter (the
"Discount Factor"). The Bonds (including accrued and unpaid interest) will be
subject to mandatory conversion on an issuance of shares (or Brazilian
depository receipts) by the Company or the issuance of shares by a subsidiary
of the Company, in each case, raising proceeds of over USD 50,000,000, or the
completion of a bona fide third party offer to buy the shares in the Company.
Mandatory conversion will also occur if more than 2/3 of the total Bonds have
converted (calculated as of the issue date for the Second Tranche). The
conversion price in each case will be based on the price per share in the
relevant mandatory conversion event, multiplied by the Discount Factor.
Finally, each bondholder may elect to convert all its Bonds (including accrued
and unpaid interest) during the period from 1 September 2027 to 9 September
2027, at the VWAP for the 20 day period commencing on 2 August 2027.

The Company will apply for the Bonds to be listed on Nordic ABM.

Mandatory notifications of trade
The following primary insiders have been allocated Bonds in the Bond Issue:

* José Cotello, the Company's CEO, has subscribed for and been allocated Bonds
in the aggregate amount of USD 200,000 in the First Tranche.

* Thomas Kandel, the Company's interim CFO and Investment Director, has
subscribed for and been allocated Bonds in the aggregate amount of USD 200,000
in the First Tranche.

For further information on the transactions, see the enclosed forms.

For further information, please contact:
John de los Santos, Head of Investor Relations
Seacrest Petroleo Bermuda Limited
Tel. +44 79 4971 4756
E-mail: john.santos@seacrestpetroleo.com

This information is subject to the disclosure requirements in article 19 of
the Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12
of the Norwegian Securities Trading Act.

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 144 million barrels of oil equivalents. 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.

Notice to reader

This press release does not constitute an offer of securities for sale in the
United States or any other jurisdiction. Securities may not be offered or sold
in the United States absent registration with the United States Securities and
Exchange Commission or an exemption from registration. There will be no public
offering of any of the securities mentioned in this press release in the
United States.

This information is subject to disclosure under the Norwegian Securities
Trading Act, §5-12. The information was submitted for publication at
2024-10-04 17:35 CEST.

More information:
Access the news on Oslo Bors NewsWeb site

629075_Notification Form Disclosure Of Transations By PDMRS And PCAS (1).pdf
629075_Notification Form Disclosure Of Transations By PDMRS And PCAS.pdf
629075_Seacrest Petroleo Bermuda Limited Update on Convertible Bonds and mandatory notification of trade by primary insiders.pdf