Petro Rio S.A. (“PRIO” or “Company”) (B3: PRIO3), following the Material Fact disclosed on the 1st of September, 3rd and 24th of October, December 8 and 16 of 2022, announces that the payment, by Petro Rio OPCO Exploração Petrolífera S.A. (“OpCo”), a subsidiary of the Company, of the redemption value of the PNB Shares assigned to the shareholders and subscription bonus holders of Dommo Energia S.A. (“Dommo”) who have opted to receive this asset (Option 2 or Option B, as the case may be) in connection with the merger of all common shares of Dommo by OpCo (“Merger of Shares”) will occur on January 13, 2023, in line with the provisions of the Protocol and Justification of the Merger of Shares. The updated redemption value of the PNB Shares shall be R$ 1.90432468607 per PNB Share.
As already informed in the Material Fact disclosed on December 16, 2022, the Company clarifies that, pursuant to the applicable legislation, the Income Tax Withheld at the Source (“IRRF”) due by non-resident shareholders or holders of warrants issued by Dommo as a result of the Merger of Shares will be withheld from the redemption value of the PNB Shares.
In view of this, and considering the closing of the option period, the tentative schedule for the Merger of Shares is now as follows:
| Date | Event |
| 01/06/2023 | Average Acquisition Cost: Shareholders and holders of warrants issued by Dommo who do not reside in Brazil should send Dommo information on the average acquisition cost of the Dommo shares or warrants they own, along with the respective supporting documentation, by January 6, 2023. Closing of Trading: trading in Dommo’s shares and warrants on B3 will close on January 6, 2023. |
| Until 01/09/2023 | Blocking: The positions in common shares (DMMO3) and in warrants (DMMO11) issued by Dommo of the shareholders and holders of warrants who express their intention to receive PNB Shares or PRIO Call Options in the scope of the Merger of Shares, as the case may be, will be blocked until January 9, 2023. |
| 01/09/2023 | Delivery of Assets: the assets to which the shareholders and holders of warrants issued by Dommo in connection with the Merger of Shares will be entitled, according to their respective choice, will be delivered on January 9, 2023. On the same date, the PNA Shares and PNB Shares will be redeemed. The PRIO common shares to be delivered as a result of the redemption of the PNA Shares can be traded on B3. |
| 01/11/2023 | Crediting of PRIO Shares: common shares issued by PRIO to be delivered as a result of the redemption of the PNA Shares will be effectively credited to the accounts of shareholders and holders of warrants issued by Dommo who receive PNA Shares in connection with the Merger of Shares on January 11, 2023. |
| 01/13/2023 | Payment of the Redemption of PNB Shares: The payment of the redemption value of PNB Shares due to shareholders and holders of warrants issued by Dommo who opt to receive PNB Shares in the Merger of Shares will be made on January 13, 2023. The IRRF due by shareholders or holders of warrants issued by Dommo who do not reside in Brazil, pursuant to the applicable legislation, will be withheld from this amount. |
| 01/17/2023 | Payment of the Cash Portion of the Redemption of PNA Shares: the payment of the cash portion of the PNA Shares due to the shareholders and holders of warrants issued by Dommo who receive PNA Shares in connection with the Merger of Shares will be made on January 17, 2023. IRRF due by shareholders or holders of warrants issued by Dommo who do not reside in Brazil will be withheld from this amount, pursuant to the applicable legislation. |
- Treatment of PRIO3 Call Option Fractions
The Company also rectifies the information disclosed in the Material Fact of December 16, 2022 about the treatment to be given to eventual fractions of PRIO3 Call Options (Option C) resulting from the substitution of the Dommo warrants. In this regard, the Company clarifies that any fractions of PRIO3 Call Options will be grouped into whole numbers to be subsequently purchased by OpCo at the value of R$6.39 per PRIO3 Call Option. The amounts paid by OpCo in connection with the aforementioned acquisition will be made available, net of fees and any taxes, to the holders of Dommo warrants holding the respective fractions, in proportion to their interest in each PRIO3 Call Option.
- PRIO3 Call Option Contracts and payment of the value of the PRIO3 Call Option Fractions
The Company stresses, finally, that the warrants holders who opted for Option C should contact the Company to (i) retrieve a copy of its respective PRIO3 Call Option Agreements and (ii) receive the amount due as a result of the acquisition of the PRIO3 Call Option fractions pooled in line with the previous item. The Company will keep its shareholders and the market in general informed about the relevant developments of the Operation, in accordance with the law and CVM regulations.
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