3R Petroleum – Cancellation of the 1st Debenture Issuance

3R PETROLEUM ÓLEO E GÁS (“Company”) (B3: RRRP3), pursuant to the provisions of Articles 74 and 157, Paragraph 4 of Law 6.404/76 and the provisions of Brazilian Securities and Exchange Commission (“CVM”) Resolution No. 44, dated of August 23, 2021 and in complement of the material fact published by the Company on August 27, 2021, by which it was informed that the approval of the 1st issuance of simple, secured and non-convertible debentures, in up to three series, with additional fiduciary guarantee, for public distribution, pursuant to CVM Rule No. 400, of December 29, 2003, as amended (“CVM Rule 476”), in the total amount, initially, of BRL 1.600.000.000,00 (one billion and six hundred million reais) (“Offer”), hereby informs its shareholders and the market in general that the Offer was cancelled since:

  1. subsequently to the request for registration of the Offer, Company made a public offering of its shares (“Second Follow-on”), in which it has raised, in the primary offering tranche, approximately BRL 2,168 billion, as informed to the market by means of a material fact published on November 4, 2021;
  2. with the funds obtained pursuant to the Second Follow-on and its cash position in the closing of the third quarter of 2021, Company has enough capital to fulfil (a) its short and medium term obligations; (b) the investment plan of the asset portfolio; (c) its existing obligations regarding signed acquisitions, as well as (d) the required amount for the deposit related to the acquisition of Potiguar Cluster (“Potential Acquisition”) currently in negotiation, as informed to the market on August 27, 2021.

Company further clarifies that as part of its growth strategy and capital structure optimization, it will assess alternatives for (i) corporate financing, (ii) asset based financing and/or (iii) the financing of the Potential Acquisition, and that it will keep its shareholders and the market informed, in line with the best corporate governance practices and in strict compliance with the legislation in force, on any relevant updates regarding the matters dealt with herein through its usual channels of disclosure of periodic and occasional information, namely, the website of CVM (www.cvm.gov.br), B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br) and the Company itself (http://ri.3rpetroleum.com .br/).

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