Brazil

Oceana Metals Limited (ASX: OCN) ("Oceana") entered into a binding agreement with private vendors to acquire 100% of the shares in the private company ("Target") which is the holder of the mineral rights comprised by the Serra Negra rare earths and niobium Project in Minas Gerais State, Brazil (the "Acquisition"). Under the Acquisition, Oceana will pay total upfront and deferred consideration of up to US$10.3 million, comprising: (a) US$2.95 million in cash and 20,000,000 fully paid ordinary shares in Oceana (approximately US$5.0 million at a deemed issue price of A$0.36 per share) on completion; and (b) deferred Milestone Payments of up to US$2.25 million (US$750,000 upon announcing an initial JORC mineral resource, and US$1.5 million upon announcing a JORC resource of at least 100Mt at 4% TREO or equivalent). The vendors will also be granted a 2.5% net smelter royalty on all payable commodities extracted from the permits (excluding iron ore). Completion of the Acquisition remains subject to customary conditions precedent. Veirano Advogados acted as Brazilian legal counsel to Oceana Metals on the Acquisition, providing advice on all aspects of the transaction from a Brazilian law perspective, including structuring the Transaction, reviewing corporate and regulatory requirements, and coordinating with foreign counsel to ensure an efficient and integrated cross-border signing. Hamilton Locke acted as Australian legal counsel on the Acquisition.

The move will help expand their joint national presence, strengthening their full‑service capabilities in high‑complexity transactions and disputes.   São Paulo, March 23, 2026 – Madrona Advogados and Coelho & Dalle announce this Monday (03/23) a strategic alliance, under which Coelho & Dalle will operate under the “Madrona Advogados” brand, from São Paulo, Belo Horizonte, Fortaleza, and Recife. This move follows the successful association with Fialho Salles in 2023.   The initiative will reinforce full‑service legal counsel for domestic and international clients in high‑complexity strategic transactions and disputes, as well as strengthen their practice areas and industry capabilities. In addition, the alliance will bring them both closer to their clients while preserving regional characteristics, maintaining local presence and the relationships built in each market. Clients will benefit from complementary expertise and more robust practice areas, while retaining agile, business‑oriented strategic service.   In recent years, Madrona Advogados has been consolidating its governance structure, focusing on efficiency and raising delivery standards for clients, combining seamless, straightforward interactions with clients and partners, with high performance and close, excellence‑driven service. Today, the alliance brings together 44 partners and 131 associates, distributed across more than 20 practices.   Coelho & Dalle Advogados also provides full‑service legal counsel, with a team of 89 professionals — including four partners and 66 technical staff — working across the main areas of law. Over the years, it has stood out for its performance grounded in technical rigor, responsiveness, and detailed understanding of each client’s business, both in the Northeast, where it began, and from its São Paulo office, which expanded its operations in 2014.   “This closer relationship between the teams was built over roughly a year of conversations and joint work. It was a process that gradually strengthened the trust among all of us. We also identified a strong alignment in values and culture regarding the practice of law, client service with technical excellence, and caring for our people and our social responsibility,” says Danilo Mininel, CEO of Madrona Advogados.   For Coelho & Dalle, the alliance represents an important step in its institutional trajectory. “The association with Madrona Advogados increases our competitive capacity and strengthens our work in significant business matters and disputes in the legal market, while absorbing consolidated learning, know‑how, and credibility. We expect not only to accelerate the strategic objectives the firm had already been pursuing, but also to expand our national recognition,” says partner Eduardo Coelho.   About Madrona Advogados Madrona Advogados is a full-service legal practice recognized for combining excellence with agility to deliver precise and effective solutions for complex projects, with 44 partners and nearly 300 professionals specialized across administrative law and a wide range of practice areas. According to TTR Brasil’s 2024 Annual Report, Madrona Advogados ranks among Brazil’s top ten practices in merger and acquisition (M&A) transactions. Over the years, it has been consistently recognized by leading international legal directories and publications, including Chambers Brazil (Elite in M&A), Chambers Global, The Legal 500, Latin Lawyer 250 (LL250), LACCA Approved, Leaders League, IFLR1000, Who’s Who Legal, Análise Advocacia 500, Análise Advocacia, and Mulher.   About Coelho & Dalle Founded in 2007, with a solid trajectory in the legal market of the Brazilian Northeast, Coelho & Dalle is a full‑service law firm that works closely and strategically with its clients, seeking to deeply understand each matter to build consistent and effective legal solutions. The firm combines rigorous technical analysis with direct and individualized case handling, prioritizing long‑term relationships and an approach focused on solving complex problems with clarity and efficiency. With offices in Recife, São Paulo, and Fortaleza, it is ranked by Great Place to Work – GPTW and by legal directories such as Chambers & Partners, IFLR1000, The Legal 500, Latin Lawyer, ITR World Tax, LACCA Approved, and Leaders League.   Press contact  InPress Porter Novelli   Juliano Wladimir Capato +55 11 99260-5446 [email protected]   Alexandre Carvalho +55 11 99329-0909 [email protected]

The move strengthens the firm’s strategy to expand its work in complex transactions and strategic tax planning. São Paulo, March 19, 2026 – Madrona Advogados announces the arrival of Roberto Salles as a new partner in its Tax practice. With three decades dedicated to Tax and Fiscal Law, Roberto has built a career marked by his work in international transactions, tax structuring for mergers and acquisitions, and leadership of complex, multidisciplinary projects for both domestic and international clients.   Before joining Madrona Advogados, Roberto was a partner in the International Tax practice at KPMG Brazil, where he focused on Pillar 2, international transactions, tax‑structuring strategies, and strategic projects involving corporate reorganizations and M&A transactions. Previously, he was a founding partner of Fialho Salles Advogados, where he led the Tax and Fiscal Law practice, advising companies from various industry sectors on complex and high‑impact tax matters.   Recognized by publications and legal directories, Roberto has been featured in rankings such as Análise Advocacia 500, The Legal 500, and Chambers and Partners. Throughout his career, he has developed strong expertise in tax planning, international taxation, tax structuring for investments, and strategic support for major corporate transactions.   “Roberto Salles’ arrival represents a strategic reinforcement for our tax team. His experience in international transactions, tax structuring for mergers and acquisitions, and leadership in complex projects adds even greater technical depth to our already highly experienced team. We are confident that his strategic vision and ability to handle high‑complexity matters will further strengthen our work and generate value for our clients,” says Danilo Mininel, CEO of Madrona Advogados.   “This is an opportunity to join a team of outstanding technical excellence, with a strong commitment to collaboration, innovation, and ethics. My goal is to contribute my experience and support clients and partners by adding expertise in international taxation and advancing a legal approach to Pillar 2—a new and challenging topic for multinational companies, and one I have been involved with since the beginning,” Salles notes. With this appointment, Madrona Advogados strengthens its tax team and expands its ability to advise clients on strategic tax matters and high‑complexity transactions, reaffirming its commitment to technical quality, strategic vision, and value generation.   About Madrona Advogados Madrona Advogados is a full-service legal practice recognized for combining excellence with agility to deliver precise and effective solutions for complex projects, with 44 partners and nearly 300 professionals specialized across administrative law and a wide range of practice areas. According to TTR Brasil’s 2024 Annual Report, Madrona Advogados ranks among Brazil’s top ten practices in merger and acquisition (M&A) transactions. Over the years, it has been consistently recognized by leading international legal directories and publications, including Chambers Brazil (Elite in M&A), Chambers Global, The Legal 500, Latin Lawyer 250 (LL250), LACCA Approved, Leaders League, IFLR1000, Who’s Who Legal, Análise Advocacia 500, Análise Advocacia, and Mulher.   Press Contact InPress Porter Novelli Alexandre Carvalho +55 11 99329-0909 [email protected]    

The evolution of the regulatory environment in the insurance market has required entities supervised by the Superintendence of Private Insurance ("SUSEP") to demonstrate greater institutional maturity, governance, and regulatory compliance. In this context, the entry into force, in January 2026, of the new sanctioning regime established by Complementary Law No. 213/2025 ("LC 213/2025") raised the level of regulatory scrutiny and compliance expectations imposed on supervised entities. LC 213/2025 strengthens SUSEP's authority by expanding its sanctioning powers and reorganizing the administrative process, introducing greater severity in sanctions and reinforcing the accountability of legal entities and their administrators. From the perspective of anti-money laundering and counter-terrorism financing ("AML/CFT"), this new scenario underscores the need for full adherence by supervised entities to consolidated regulations, as well as the implementation of compliance programs aligned with applicable legislation and best practices. Therefore, structured compliance policies and procedures plays a relevant role in supporting supervised entities in assessing and strengthening their governance and risk management frameworks. This article aims to analyze the expansion of the new SUSEP sanctioning regime vis-à-vis its connection with AML/CFT regulatory frameworks, as well as to highlight the strategic relevance of the compliance program in this scenario. New SUSEP sanctioning regime LC 213/2025 redefines the treatment of regulatory infractions, strengthening the sanctioning regime and expanding the instruments available to SUSEP. Amongst the greatest changes for supervised entities, the following stand out: (i) the increase of 3,500% in fines, which may now reach BRL 35,000,000.00 (thirty-five million reais), with dosimetry criteria that consider the contract value, the damage caused and the economic advantage obtained; (ii) the express provision of coercive fines; (iii) the aggravation of sanctions in case of recidivism, with fines up to three times the limit of BRL 35,000,000.00 (thirty-five million reais); (iv) the imposition of joint liability to directors, administrators, managers and auditors of supervised entities, for damages caused to third parties, including shareholders; and (v) for individuals, disqualification penalties ranging from 2 (two) to 20 (twenty) years for holding positions or functions in the public or private sector. It is worth noting that sanctions may be applied either individually or cumulatively, thereby broadening SUSEP’s discretionary margin in holding supervised entities accountable. As a result, entities operating in the insurance sector are increasingly required to reassess the robustness of their governance structures, internal controls, and compliance monitoring mechanisms. Changes under the AML/CFT perspective and compliance programs as a strategic instrument The new regime directly dialogues with SUSEP Circular No. 612/2020, which establishes minimum requirements for the development and implementation of policies, procedures, and internal controls related to AML/CFT, in accordance with the nature, complexity, and risks of each entity's operations. This dialogue is consolidated as the new regime intensifies the sanctioning framework applicable to non-compliance with AML/CFT obligations, resulting in greater urgency for the effective adherence of supervised entities to applicable rules. It is important to emphasize that mere formal regulatory compliance is not sufficient. Ensuring the practical effectiveness of AML/CFT instruments is key, so that they translate into efficient operational mechanisms. In this context, an effective compliance program goes beyond preventing irregularities, serving also as a mitigating instrument in cases of non-compliance. To this end, it must be structured through periodic risk assessments that guide the proper implementation and updating of internal policies and procedures, including regular training, thereby strengthening internal controls. Beyond a regulatory obligation, compliance programs should no longer be viewed solely as regulatory requirements, but as strategic governance tools capable of mitigating enforcement risks and demonstrating regulatory maturity before supervisory authorities. It enables supervised entities to safeguard themselves under the new sanctioning regime, preserve their reputation, and consolidate their position in an increasingly demanding regulatory environment attentive to the effectiveness of compliance with applicable standards. Conclusion LC 213/2025 starts a new sanctioning paradigm within SUSEP’s supervisory framework, characterized by greater rigor, extension, and sophistication of accountability instruments. This new scenario shifts the axis of compliance from a merely formal approach to a more substantive one, oriented toward the effectiveness of supervised entities’ controls and policies, as well as a strategic and proactive posture, with emphasis on AML/CFT obligations. In response to this evolving regulatory landscape, insurance companies and financial groups have increasingly prioritized the review of their AML/CFT governance structures and internal controls. In this context, the adoption of robust, structured, and continuously evaluated compliance programs ceases to be merely a regulatory requirement and consolidates itself as a central element in risk management and institutional protection. Given this scenario, it is increasingly common for supervised entities to consider the use of specialized external technical support, complementing their internal structures, particularly in processes of diagnosis, review, and enhancement of compliance and AML/CFT programs. Therefore, the effectiveness of controls and governance becomes a strategic element in the insurance market. The ability of supervised entities to demonstrate robust governance structures and effective compliance frameworks will be decisive not only for mitigating regulatory exposure, but also for accessing new business opportunities, ensuring the sustainable expansion of their operations, and strengthening their competitive position in the long term. Our firm advises domestic and international clients on AML/CFT frameworks and compliance investigations. Authors: Salim Saud, Caroline Rosa, Leonardo Kozlowski.