| September 10, 2020
Petro Rio S.A. (“Company” or “PetroRio”) (B3: PRIO3), in compliance with the provisions of Law No. 6,404, of December 15, 1976, as amended, and the Securities and Exchange Commission (“CVM”) Instruction No. 358, of January 3, 2002, as amended, informs its shareholders and the market in general of a proposed offering of notes representing the debt of PetroRio Luxembourg S.à.r.l. (“PetroRio Lux”), to be placed on the international market, in an amount of up to USD 450,000,000, maturing in 2025 (the “Offering” and “Notes 2025”, respectively), as well as the creation of collateral and guarantees, by the Company and certain subsidiaries, as guarantee to the obligations undertaken by PetroRio Lux under the Offering. PetroRio Lux has hired Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Santander Investment Securities Inc. as underwriters for the Offering.
The offering is being conducted in accordance with the procedures set forth in Rule 144-A of the Securities Act of 1933 and in Regulation S, both issued by the Securities and Exchange Commission of the United States of America. The Company informs that the net proceeds obtained from the offering will be used for prepayment of debts of PetroRio Lux, the Company and its respective subsidiaries, as the case may be, and for general corporate purposes.
This material fact notice does not constitute an offering to sell the Notes 2025, or a solicitation of an offering to buy the Notes 2025, provided that no such sale shall be made in any state or jurisdiction in which this offering is prohibited in accordance with the securities laws of that state or jurisdiction.
The Notes 2025 were not and shall not be registered with CVM. Any public offering or distribution of securities in Brazil, as defined in Brazilian laws and regulations, requires prior registration or shall be expressly exempt from registration with the CVM, pursuant to Law No. 6,385 of December 7, 1976, as amended. The Notes 2025 may not be offered or sold in Brazil, except in circumstances that do not constitute a public offer or distribution in accordance with Brazilian laws and regulations.
The Company will keep the market informed about the subject matter of this material fact notice.