PetroRio – Material Fact – Purchase of Additional Interest In Brasoil

RIO DE JANEIRO, Jan. 2, 2017 /CNW/ - PetroRio, ("Company" or "PetroRio") (BM&FBOVESPA: PRIO3, TSX-V: PRJ), hereby informs the execution of a Share Purchase Agreement aiming to acquire an additional direct interest of approximately 29.21% held by Fundo Brascan de Petróleo, Gás e Energia – Fundo de Investimento em Participações ("FIP Brascan") in Brasoil do Brasil Exploração Petrolífera S.A. ("Brasoil").

The conclusion of this transaction in connection with the acquisition of the indirect participation held by Goldman Sachs & Co. ("GS"), which was announced on December 21^st, 2016, will give to PetroRio a total participation in Brasoil of 52.40%.

Brasoil is a holding company, with indirect stake of 10% over the rights and obligations of the Manati Field concession contract, that, in turn, currently produces 4.1 million cubic meters of natural gas per day (approximately 26 thousand barrels of oil equivalent per day), ranking as the 8th largest producing field of natural gas in Brazil ^(*).

Additionally to the stake in the Manati Field, other relevant assets from Brasoil include the indirect stake of 100% in the concessions of the Pirapema Field – gas asset currently in development – and of Block FZA-M-254, both in the mouth of the Amazon River.

The closing of the sale and purchase transaction between PetroRio and FIP Brascan is subject to certain conditions precedent, among which, the approval by the investment committee of FIP Brascan and the period for exercise of the right of first offer and tag along by the remaining investors of Brasoil, additional to the analysis of the transaction by the competent regulatory bodies, as deemed necessary.

The execution of this agreement is aligned with the Company's business model and acquisition growth strategy and it represents a diversification of its portfolio of revenue generating assets.

(*) As per the October, 2016 Oil and Natural Gas Production Buletin (Boletim da Produção de Petróleo e Gás Natural) of the Brazilian Oil and Natural Gas Agency (Agência Nacional do Petróleo, Gás Naturals e Biocombustíveis – ANP).

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About PetroRio

PetroRio is one of the largest independent companies in the oil and gas production in Brazil. It is the operator of the Polvo Field, located in the Campos Basin, which has Brazil's seventh largest daily production of barrels of oil equivalent (boe). PetroRio is the owner of "Polvo A" fixed platform and a 3.000HP drilling rig, currently in operation in this Field, being the platform connected to the "Polvo FPSO" vessel, with capacity to segregate hydrocarbons and water treatment, oil storage and offloading. Polvo Field license covers an area of approximately 134km2, with several prospects with potential for further explorations. The Company´s corporate culture seeks to increase production through the acquisition of new production assets, the re-exploration of assets, increased operational efficiency and reduction of production costs and corporate expenses. PetroRio's main objective is to create value for its shareholders with growing financial discipline and preserving its liquidity, with full respect for safety and the environment. For further information, please visit the Company's website: www.petroriosa.com.br.

Disclaimer

This news release contains forward-looking statements. All statements other than statements of historical fact contained in this news release are forward-looking statements, including, without limitation, statements regarding our drilling and seismic plans, operating costs, acquisitions of equipment, expectations of finding oil, the quality of oil we expect to produce and our other plans and objectives. Readers can identify many of these statements by looking for words such as "expects", "believe", "hope" and "will" and similar words or the negative thereof. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. By their nature, forward-looking statements require us to make assumptions and, accordingly, forward-looking statements are subject to inherent risks and uncertainties. We caution readers of this news release not to place undue reliance on our forward-looking statements because a number of factors may cause actual future circumstances, results, conditions, actions or events to differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements and the assumptions underlying the forward-looking statements. The following risk factors could affect our operations: the contingent resource and prospective resource evaluation reports involving a significant degree of uncertainty and being based on projections that may not prove to be accurate; inherent risks to the exploration and production of oil and natural gas; limited operating history as an oil and natural gas exploration and production company; drilling and other operational hazards; breakdown or failure of equipment or processes; contractor or operator errors; non-performance by third party contractors; labor disputes, disruptions or declines in productivity; increases in materials or labor costs; inability to attract sufficient labor; requirements for significant capital investment and maintenance expenses which HRT may not be able to finance; cost overruns and delays; exposure to fluctuations in currency and commodity prices; political and economic conditions in Namibia and Brazil; complex laws that can affect the cost, manner or feasibility of doing business; environmental, safety and health regulation which may become stricter in the future and lead to an increase in liabilities and capital expenditures, including indemnity and penalties for environmental damage; early termination, non-renewal and other similar provisions in concession contracts; and competition. We caution that this list of factors is not exhaustive and that, when relying on forward-looking statements to make decisions, investors and others should also carefully consider other uncertainties and potential events. The forward-looking statements herein are made based on the assumption that our plans and operations will not be affected by such risks, but that, if our plans and operations are affected by such risks, the forward-looking statements may become inaccurate. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release. Except as required by applicable securities laws, we do not undertake to update such forward-looking statements.

SOURCE PetroRio