Petro Rio S.A. (“Company” or “PetroRio”) (B3: PRIO3), in accordance with the provisions of Instruction No. 358, of January 3, 2002, as amended, issued by the Brazilian Securities and Exchange Commission (“CVM”), informs its shareholders and the market in general that PetroRio Luxembourg S.à.r.l., incorporated under the laws of the Grand Duchy of Luxembourg (“PetroRio Lux”) proposes to offer senior secured notes to be placed in the international markets, in an amount of up to USD 500,000,000 and maturing in 2026 (“Offering” and “2026 Senior Secured Notes”, respectively). The 2026 Senior Secured Notes will be (i) guaranteed by the Company, Petro Rio Internacional S.A., Petro Rio do Brasil Exploração Petrolífera S.A., Petro Rio Jaguar Petróleo Ltda., Petro Rio White Shark Petróleo Ltda., Petro Rio OPCO Exploração Petrolífera Ltda., Petrorio Luxembourg Holding S.à r.l and Petro Rio O&G Exploração e Produção de Petróleo Ltda. (“Guarantors”); and secured by: (ii) liens over shares and quotas issued by the Guarantors, except the shares issued by the Company; and (iii) mortgages on FPSO Bravo and FPSO Valente. The security interests will be constituted following the discharge of existing liens that were placed in connection with previously existing secured credit facilities. The Company intends to discharge such liens after the financial settlement of the Offering.
PetroRio Lux engaged financial institutions to act as the Underwriters for the Offering, which will be carried out in accordance with Rule 144-A of the Securities Act of 1933 and Regulation S, both issued by the Securities and Exchange Commission of the United States of America. The 2026 Senior Secured Notes have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. In case the Offering is concluded, the net proceeds obtained from the issuance of the 2026 Senior Secured Notes will be used to prepay certain outstanding credit facilities due from Petro Rio O&G Exploração e Produção de Petróleo Ltda., Petro Rio Jaguar Petróleo Ltda., and the Company as well as their respective subsidiaries, as the case may be, and general corporate purposes.
This material fact notice does not constitute (i) an offering to sell the 2026 Senior Secured Notes; (ii) a solicitation of an offering to buy the 2026 Senior Secured Notes; and/or (iii) a public offering aimed at the general public, and there shall be no sale thereof in any state or jurisdiction in which this offering is prohibited, in accordance with the securities laws of that state or jurisdiction, including Brazil. The 2026 Senior Secured Notes Offering is being made exclusively to investors in the foreign market and will not be registered with the CVM, nor distributed in Brazil, in accordance with Brazilian laws and regulations. Any public offering or distribution of securities in Brazil, as defined in applicable Brazilian laws and regulations, requires prior registration or must be expressly exempt from registration with the CVM, pursuant to Law No. 6,385, of December 7, 1976, as amended. The 2026 Senior Secured Notes will not be offered or sold in Brazil, except in circumstances that do not constitute an offer or distribution in accordance with Brazilian laws and regulations. The Company will keep its Shareholders and the market informed about the development of the Offering through the disclosure of a Notice to the Market or a Material Fact on the CVM’s website (www.cvm.gov.br) as well as the Company’s website (http://ri.petroriosa.com.br). Additional information can be obtained at the Company’s Investor Relations Department, in the city of Rio de Janeiro, State of Rio de Janeiro, Praia de Botafogo, 370, 13th floor, Botafogo, CEP 22250-040, or in the Company’s website (http://ri.petroriosa.com.br).