3R Petroleum Óleo e Gás S.A. (BOVESPA:RRRP3) made an offer to acquire Enauta Participações S.A. (BOVESPA:ENAT3) for BRL 7 billion on April 1, 2024. As of April 10, 2024, 3R Petroleum Óleo e Gás entered into a Memorandum of Understanding (MoU) to acquire Enauta Participações. On May 16, 2024, 3R Petroleum Óleo e Gás signed of Protocol and Justification for the merger of Enauta. Under the tie-up terms, each Enauta share will be exchanged for 0.809225 common share issued by 3R. In this sense, it will be allocated a total of 213,210,661 new common shares issued by 3R, representing 47% of 3R's share capital to Enauta shareholders, which represents, for each common share issued by Enauta in that date, the attribution of 0.809225 common share issued by 3R. Under the potential transaction, Enauta will be incorporated by 3R, and Enauta?s shareholders will receive new shares of 3R so that the share capital of the new integrated company will be represented by 53% of 3R shareholders and 47% of Enauta shareholders, subject to adjustments. Enauta Participações announces that its Board of Directors unanimously approved the offer. The transaction is also subject to customary precedent conditions and any other conditions agreed by the companies, including satisfactory negotiation of definitive transaction documents, which should include customary terms and conditions, transaction approval by shareholders of both companies at respective extraordinary general meetings, and legal and regulatory approvals, including approval from Brazil?s Administrative Council for Economic Defense ? CADE.

XP Finanças Assessoria Financeira and Citigroup Global Markets Brasil CCTVM as financial advisors and Pinheiro Neto Advogados as legal advisor to Enauta Participações. Banco Itaú BBA S.A. and Banco BTG Pactual S.A. acted as financial advisors, Spinelli Advogados, Mattos Filho, Veiga Filho, Marrey Jr. and Quiroga Advogados are acting legal advisors to 3R Petroleum Óleo e Gás and Campos Mello Advogados acted as Maha Holding and its affiliates legal advisor.