BANCO BTG ANNOUNCES FILING OF AMENDED EARLY WARNING REPORT RELATED TO MEREN ENERGY

SÃO PAULO, Oct. 30, 2026 /CNW/ -- Banco BTG Pactual S.A. ("Banco BTG") announces that, as part of its general strategy to hedge exposure to share price market risk in the normal course of its business, it, through its subsidiary Banco BTG Pactual S.A. Cayman Branch, has entered into additional cash-settled total return swaps (each, a "Cash-Settled Swap") in respect of the common shares (the "Shares") of Meren Energy Inc. (the "Company") with unaffiliated third-party financial institutions as counterparties. The additional Cash-Settled Swaps represent a hedged position in respect of approximately 9,710,400 notional Shares (representing approximately 1.44% of the issued and outstanding Shares), at an average reference price of C$2.2526 per notional Share. Following these transactions, the Cash-Settled Swaps represent, in aggregate, approximately 31,192,682 notional Shares (approximately 4.61% of the issued and outstanding Shares), at an average reference price of C$2.2049 per notional Share. The Cash-Settled Swaps have expiry dates ranging from July 14, 2027 to August 20, 2027.

Under the terms of each Cash-Settled Swap, upon settlement Banco BTG's subsidiary will (i) be obligated to make payments to the counterparties based on any positive net return of the specified notional number of Shares subject to the Cash-Settled Swaps and (ii) will receive payments from the counterparties based on any negative net return of the specified notional number of Shares subject to the Cash-Settled Swaps.

In addition to the Cash-Settled Swaps, Banco BTG owns, indirectly through BTG Pactual Oil & Gas S.à r.l. ("BTG Oil & Gas"), 239,828,655 Shares, representing approximately 35.5% of the outstanding share capital of the Company, based on 676,115,307 Shares outstanding as of June 30, 2026 (as disclosed in the Company's interim financial statements for the period ended June 30, 2026). Banco BTG acquired the 239,828,655 Shares pursuant to an amalgamation completed on March 19, 2025 (Vancouver time) / March 20, 2025 (Luxembourg time). Please refer to the Company's press release of March 20, 2025 (the "Closing Press Release") for further information regarding Banco BTG's ownership of the Shares.

The Cash-Settled Swaps do not and will not give Banco BTG direct or indirect voting, investment or dispositive control over any additional securities of the Company and do and will not result in Banco BTG disposing of any of the securities of the Company it beneficially owns. The Cash-Settled Swaps also do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Company.

This press release is being issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") of the Canadian Securities Administrators. An amended early warning report will be filed by Banco BTG in compliance with NI 62-103 to disclose changes in certain material facts disclosed in its existing early warning report as a result of the entry into the Cash-Settled Swaps and once filed will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca. A copy of such report may also be obtained from: BTG Pactual Investors Relations Department at [email protected].

As disclosed in the Closing Press Release, Banco BTG acquired the Shares as part of a strategic investment in the Company. Banco BTG intends to review its investment in the Company on a continuing basis and may, from time to time and at any time, acquire or dispose of equity or debt securities or instruments, through open market transactions, private placements and other privately negotiated transactions or otherwise (including through exercising rights provided to BTG Oil & Gas under its Investor Rights Agreement with the Company) or enter into transactions that increase or hedge its economic exposure to such securities without affecting its beneficial ownership of such securities, in each case, depending on a number of factors, including general market and economic conditions and other factors and conditions Banco BTG deems appropriate.

Banco BTG is a corporation existing under the laws of Brazil and its head office address is Praia De Botafogo, 501, 6th Floor, Sao Paulo, Brazil, 04538-133.

SOURCE Banco BTG Pactual S.A.