Azevedo & Travassos Energia (AZTE3) reported in a material fact on Wednesday, September 16, 2026, that it received notice from 3R Potiguar S.A., a subsidiary of Brava Energia S.A., regarding the unilateral termination of the Purchase and Sale Agreement (SPA), signed on February 7, 2025, for the acquisition of the Porto Carão and Barrinha clusters, located in the Potiguar Basin, in Rio Grande do Norte.
The SPA had been executed by wholly owned subsidiary Azevedo & Travassos Petróleo S.A. (ATP), in an equal partnership with Petro-Victory Energy Corp. and its affiliates, with 3R RNCE S.A. and 3R Potiguar S.A. themselves as sellers, companies that were legally succeeded by Brava. According to the notice received, the Longstop Date, previously extended, had expired with conditions for closing still unsatisfied, which was cited as the reason for terminating the contract.
The company states that the decision was unexpected, as the parties had been making intense preparations to complete the closing (Closing) by the end of September and, at the end of August, had agreed to extend the deadline to September 21, 2026. During this period, the parties jointly defined the adjustment of the amounts to be considered in the installment due at Closing, which was approved by Brava on September 2, 2026, in addition to active negotiations regarding the assignment at ANP and the sale of production after closing.
After Brava’s initial communication on September 3, 2026 regarding its intention to terminate the SPA, Azevedo & Travassos Energia replied by pointing out contradictions and alleging illegality in the unilateral termination, further stating that it had financial resources, payment guarantees required under the contract and the conditions to issue the necessary decommissioning guarantee. On September 14, 2026, however, Brava confirmed the unilateral termination of the SPA.
In the material fact, Azevedo & Travassos Energia reports that, since September 2025, the fields have had substantially reduced production after an ANP shutdown due to Brava’s failure to comply with operational safety regulations. The company states that this situation, with production close to zero for about seven months and resumption only in mid-2026, affected the revenue generation expected for the buyers at Closing, worsened the perception of value and risk of the fields and made it difficult to obtain bank guarantees, delaying the closing of the transaction. The company states that it is assessing the effects of the notice received and the appropriate measures to safeguard its rights and interests, and that it will keep the market informed of further developments.
