Petro Rio S.A. (the “Company” or “PRIO”) (B3: PRIO3), following the Material Fact disclosed on September 1st and October 3rd, 2022, informs its shareholders and the market in general that Petro Rio OPCO Exploração Petrolífera S.A (“OpCo”), a subsidiary of the Company, and Dommo Energia S.A. (“Dommo”) approved at their extraordinary Shareholders’ Meetings held on this date, amongst other matters, the Protocol and Justification of Merger of all Shares Issued by Dommo into OpCo, in which the Company is the consenting intervening party (“Merger of Shares” and “Protocol and Justification”), as well as the Merger of Shares.
Under the terms of the Protocol and Justification, the Merger of Shares is conditioned to the satisfaction (or waiver, as the case may be) of certain suspensive conditions set forth therein (“Suspensive Conditions”) and the advent of the date on which the Merger of Shares will be fully effective (“Closing Date”).
Upon the implementation of the Merger of Shares, Dommo will become a wholly-owned subsidiary of OpCo, and Dommo’s shareholders will receive, in replacement of the merged Dommo’s shares held by them, new preferred shares, automatically and compulsory redeemable at the Closing Date, class “A”, with payment in shares issued by PRIO (“PNA Shares”) or class “B”, with payment in cash (“PNB Shares”) to Dommo’s shareholders, at their sole discretion, in accordance with the terms and conditions set forth in the Protocol and Justification (“Redemption of PN Shares”).
The Protocol and Justification also regulates the treatment to the holders of currently outstanding subscription warrants issued by Dommo, if they do not exercise their subscription warrants in the next scheduled exercise window pursuant to item (vi)(h) of the minutes of Dommo’s Shareholder’s Meeting that approved its issuance on November 26th, 2018, they will have their subscription warrants replaced by PNA Shares, and may choose to replace their subscription warrants with: (i) PNB Shares or (ii) call options to purchase shares issued by PRIO.
Once the Suspensive Conditions are verified, Dommo and OpCo will determine the Closing Date, when the Merger of Shares will be fully and automatically effective, with no need for additional formalities.
Further information was disclosed by Dommo in a Notice to Shareholders and Notice to the Market published on this date, available on the CVM’s (https://www.gov.br/cvm), B3’s (http://www.b3.com.br) and Dommo’s (https://dommoenergia.com.br/) websites.
The Company will keep its shareholders and the market in general informed about the relevant updates of the Transaction, in accordance with the law and CVM regulations.