Tue, 07 Feb 2023


WASHINGTON, DC - January 2, 2023 - Petro DHS Energy & Oil, through its parent company, DHS Ventures & Holdings, is delighted to announce that it has secured full acquisition of its subsidiary core operating area, the Petro Onshore Brazil. This acquisition cements DHS Ventures status as one of the largest landholders in the highly petroliferous basin. This was announced via its Executive Vice Chairman, Fernando Aguirre.

Highlights

  • The Company secured onshore Petro Basin through its participation in the Millstone Oil & Energy of Brazil;
  • The acquisition of the subsidiary adds considerable assets to DHS Ventures & Holdings by $14.5 Billion
  • The new company which the Company has already successfully sourced from ANP pre-bid allowing the Company to target specific blocks in its bidding strategy and to fast-track its future work program;
  • In securing this dominant acreage position, the Company has committed to Work Program Guarantees of US$1,723,402 with total Signing Bonuses of US$226,943;

DHS Ventures & Holdings today announces that it has successfully participated in the process of acquisition held in Rio de Janeiro, Brazil on December 10, 2022. Petro DHS Energy & Oil has been awarded oil blocks in the Basin, Brazil. This new acquisition will increase the Petro DHS portfolio by $14.5 Billion.

In addition, the new acquisitions are adjacent to some of the largest producing fields in the Basin. The Basin covers an area of approximately 60,000 km2 with over 1 billion barrels of oil produced onshore from >70 onshore oil fields in the basin. Onshore has almost exclusively been held by Petro DHS until the recent divestiture processes and Permanent Offer rounds allowing new entrants to enter this highly prolific Basin. The current oil production from the Basin is ~32,000 bopd.

The Permanent Offer Round is a new initiative in Brazil which allows independent E&P companies to bid on blocks relinquished by Petro DHS as they exit the onshore Brazil upstream market. The Permanent Offer Round was highly competitive with 79 E&P companies qualified by ANP to participate in the bid round.

The closure and signing date for the acquisition of Petro DHS Energy & Oil, a subsidiary of DHS Ventures & Holdings is scheduled to be finalized by December 27th, 2022.

ABOUT DHS VENTURES & HOLDINGS

DHS Ventures & Holdings is a high-stakes private equity, venture capital, investments firm. Our strategic insights and innovative programming build and sustain strong corporate and brand reputations. We provide our clients with counsel and program development across the spectrum of private equity investments, venture capital. Our clients are companies, industry associations, nonprofit organizations, professional services firms, and other large organizations.

We began as a unique grassroots and lobbying firm with customized services for an elite group of clients. Our work applies equally to regulatory issues as well as legislative ones, and we manage issues for our clients at the local, state, federal, and international levels of government.

We use our core competencies and reach to gain competitive advantage for clients. Our expertise comes from extensive must-win campaign experience and operating successfully at the highest rung of business, government, politics, and media. Our reach is the ability to use strategic intelligence to mobilize the message and persuade the toughest audiences. We know what it takes to win in difficult situations. We have proven results for prominent figures, leading advocacy groups and the world's most successful companies. We leverage what others cannot.

FOR DHS VENTURES INVESTORS

RATIONALE FOR USE AND ACCESS TO NON-GAAP RESULTS

Management uses and presents GAAP and non-GAAP results to evaluate and communicate its performance. Non-GAAP measures should not be construed as alternatives to GAAP measures. Free cash flow, earnings from continuing operations before special items, operating profit before special items, adjusted EBITDA, adjusted EBITDA margin, and comparable results are common supplemental measures of performance used by investors and financial analysts.

Management believes that free cash flow, earnings from continuing operations before special items, operating profit before special items, adjusted EBITDA, adjusted EBITDA margin, and comparable results provide additional analytical tools. Free cash flow is defined as net cash provided by operating activities less capital expenditures. This metric has been included as a measure of the Company's liquidity and ability to fund its operations. Earnings from continuing operations before special items and operating profit before special items remove the impact of special items on earnings from continuing operations and operating profit. Adjusted EBITDA is defined as earnings from continuing operations before interest expense, income taxes, depreciation, amortization, and special items. These special items have been removed as they have been deemed to be non-operational in nature. Comparable results remove the impact of portfolio changes in our magazine business to facilitate year-over-year comparisons. Management does not use adjusted EBITDA as a measure of liquidity or funds available for management's discretionary use because it excludes certain contractual and nondiscretionary expenditures.

Results before special items are supplemental non-GAAP financial measures. While these adjusted results are not a substitute for reported results under GAAP, management believes this information is useful as an aid to further understand Meredith's current performance, performance trends, and financial condition.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release contains certain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These statements are based on management's current knowledge and estimates of factors affecting the Company and its operations. Statements in this release that are forward-looking include, but are not limited to, statements related to the proposed merger, the spin-off and DHS Group Equity Partners' future financial strength, including its leverage ratio, following the spin-off, the timing of the transaction and the growth of the Company following the transactions. Forward-looking statements can be identified by words such as may, should, expects, provides, anticipates, assumes, can, will, meets, could, likely, intends, might, predicts, seeks, would, believes, estimates, plans, continues, guidance, or outlook, or variations of these words or similar expressions.

Actual results may differ materially from those currently anticipated. Factors that could cause actual results to differ materially from those projected in the forward-looking statements include the following: market conditions; the impact of the COVID-19 pandemic; the parties' ability to consummate the proposed merger and spin-off; the conditions to the completion of the transactions, including the receipt of approval of DHS Group Equity Partners' investors; the regulatory approvals required for the proposed merger not being obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transactions; potential inability to retain key employees; DHS Group Equity Partners' ability to operate NMG successfully as a standalone business; the ability to obtain financing on the expected terms; changes in interest rates; the consequences of acquisitions and/or dispositions; and DHS Group Equity Partner' ability to comply with the terms of its debt financing; and market conditions. Additional information concerning these, and other risk factors can be found in DHS Group Equity Partners' filings with the Securities and Exchange Commission ("SEC"), which are available on the SEC's website at www.sec.gov. Such risk factors may be amplified by the COVID-19 pandemic and its potential impact on the Company's business and the global economy. DHS Group Equity Partners assume no obligation to update or revise publicly the information in this communication, whether as a result of new information, future events or otherwise, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

DHS® is a trademark or registered trademark of DHS Investments, Inc. and/or one or more of its subsidiaries, and may be registered in the U.S. Patent and Trademark Office and in other countries. All other trademarks and registered trademarks are property of their respective owner.

CONTACT

Steven Palmer, Vice President of Communications

DHS

202-719-0398

s.palmer@dhs-grp.com

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