MATERIAL FACT – 3R PETROLEUM ÓLEO E GÁS S.A.
3R PETROLEUM ÓLEO E GÁS S.A. (B3 Ticker: RRRP3) (the “Company”), pursuant to Section 157, §4° of Law No. 6,404, dated December 15, 1976, as amended, and the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) (“CVM”) Resolution No. 44, dated August 23, 2021 (“CVM Resolution 44”), and Instruction No. 476, dated January 16, 2009, as amended (“CVM Instruction 476”), hereby informs its shareholders and the market that the members of the Board of Directors of the Company at a meeting held on October 24, 2021, approved a primary and secondary offering (secondary exclusively within the scope of the eventual placement of the additional shares) of common shares to be issued by the Company (the “Restricted Offering”), which will consist of 36,500,000 newly issued common shares of the Company (the “Shares”), in accordance with CVM Instruction 476, to be offered to no more than 75 professional investors in Brazil, to qualified institutional buyers (as defined under Rule 144A of the United States Securities Act of 1933, as amended (the “Securities Act”) in the United States and elsewhere to institutional and other investors that are not U.S. persons (as defined in Regulation S of the Securities Act). The total number of Shares proposed to be offered may be upsized by up to 100% of the total number of Shares initially offered, or up to 36,500,000 Shares, at the offering price, which may consist of (i) up to 29,200,000 newly issued common shares of the Company; and (ii) up to 7,300,000 shares to be offered by certain selling shareholders (the “Additional Shares”).
The pricing of the Restricted Offering is expected to occur on November 4, 2021. The beginning of trading of the Shares on the São Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão) is expected to occur on the second business day after the disclosure of the price per Share, and the settlement of the Offering is expected to occur on the third business day after the disclosure of the price per Share.
The Restricted Offering has not been and will not be registered under the Securities Act, or any other U.S. federal and state securities laws, and the Shares may not be offered, sold, pledged or otherwise transferred in the United States or to U.S. investors, unless pursuant to a registration statement or in transactions exempt from, or not subject to, the registration requirements of the Securities Act.
In order to comply with CVM regulations and to ensure the participation of existing shareholders in the Restricted
Offering, a priority right will be given to existing shareholders of the Company to subscribe for up to all of the Shares (including the Additional Shares, if applicable) to be placed through the Restricted Offering pro rata to their shareholdings in the Company’s capital (“Priority Offering”). Therefore, all of the Shares to be offered in the Restricted Offering (including the Additional Shares, if applicable) will be offered to existing shareholders first pursuant to the Priority Offering and existing shareholders may exercise their rights from (and including) October 26, 2021 up to (and including) November 1, 2021. The Priority Offering of Shares occurring in Brazil concurrently with the Restricted Offering has not been and will not be registered under the Securities Act or under any U.S. state securities laws. Accordingly, the Priority Offering is only available to investors in the United States or to U.S. persons in reliance on exemptions from registration provided under the Securities Act.
This material fact notice is disclosed for informative purposes only and shall not, in any circumstances, be construed as an investment recommendation. This material fact notice does not constitute an offer to sell or the solicitation of an offer to buy the Company’s securities, including the Shares, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Rio de Janeiro, October 24, 2021.
3R PETROLEUM ÓLEO E GÁS S.A.
Rodrigo Pizarro
Chief Financial and Investor Relations Officer