– In compliance with the terms of the Resolution No. 44, of August 23, 2021, as amended, issued by the Brazilian Securities and Exchange Commission (“CVM Resolution 44” and “CVM”, respectively) and Instruction No. 476, of January 16, 2009, as amended, issued by the CVM (“CVM Instruction 476”), and in addition to the Material Fact released on July 20, 2022, Petro Rio S.A. (“Company”) informs its shareholders and the market in general the conclusion of the financial settlement, on this date, of the first issuance of simple, non-convertible unsecured debentures, in two series, with corporate guarantee, of its subsidiary Petro Rio Jaguar Petróleo S.A., enrolled with the CNPJ/ME under No. 02.031.413/0001-69 (“PetroRio Jaguar”), in the total amount of R$2,000,000,000.00 (two billion reais) on the issuance date (“Debentures” and “Issuance”, respectively), which was subject to a public offering with restricted placement efforts, with: (i) 1,500,000 (one million and five hundred thousand) Debentures issued on the first series, with maturity on August 15, 2032 (“Debentures of the First Series”), and (ii) 500,000 (five hundred thousand) Debentures issued on the second series, with maturity on August 15, 2027 (“Debentures of the Second Series”).
As established in the bookbuilding procedure (“Bookbuilding Procedure”), the Debentures of the First Series will hold interest corresponding to IPCA+ 7.41% (seven point forty-one percent) per year, and the Debentures of the Second Series will hold interest corresponding to 100% (one hundred percent) of the DI Rate plus a spread of 2.05% (two point zero five percent) per year, subject to the formulas set forth in the “Instrumento Particular de Escritura da 1ª (Primeira) Emissão de Debêntures Simples, Não Conversíveis em Ações, em 2 (Duas) Séries, da Espécie Quirografária, com Garantia Adicional Fidejussória, para Distribuição Pública com Esforços Restritos, da Petro Rio Jaguar Petróleo S.A.”, as amended (“Indenture”).
The Debentures of the First Series will have the tax incentive set forth in article 2 of Law No. 12,431, of June 24, 2011, as amended, given that the infrastructure project described in the Indenture was classified as a priority project by the Ministry of Mines and Energy (Ministério de Minas e Energia) through the Ordinance of the Secretariat of Petroleum, Natural Gas and Biofuels of the Ministry of Mines and Energy (Portaria da Secretaria de Petróleo, Gás Natural e Biocombustíveis do Ministério de Minas e Energia) No. 53, dated of July 27, 2022, and published on the Official Gazzete (Diário Oficial da União) in July 29, 2022.
In addition to the Material Fact released on July 20, 2022, the Company informs that Petro Rio Jaguar signed certain hedge agreements with the purpose of hedging currency exposures relating to the Issuance. Therefore, the Issuance with the hedge agreements will result in an average dollarized cost of 6.79% (six point seventy-nine percent) per year and duration of over than 5 (five) years.
This Material Fact is exclusively for informational purposes, in accordance with applicable law, and does not constitute, and must not be interpreted as, for all legal purposes and effects, an effort to sell the Debentures and/or advertise the Offering.
The terms used in this Material Fact that are not defined herein have the same meaning set forth in the Company’s Board of Directors’ meeting, held July 12, 2022 and/or in the Indenture, as the case may be.