Petro Rio S A : MATERIAL FACT - OFFERING OF SENIOR NOTES

MATERIAL FACT

OFFERING OF SENIOR NOTES

Rio de Janeiro, September 10, 2020 - Petro Rio S.A. ("Company" or "PetroRio") (B3: PRIO3), in compliance with the provisions of Law No. 6,404, of December 15, 1976, as amended, and the Securities and Exchange Commission ("CVM") Instruction No. 358, of January 3, 2002, as amended, informs its shareholders and the market in general of a proposed offering of notes representing the debt of PetroRio Luxembourg S.à.r.l. ("PetroRio Lux"), to be placed on the international market, in an amount of up to USD 450,000,000, maturing in 2025 (the "Offering" and "Notes 2025", respectively), as well as the creation of collateral and guarantees, by the Company and certain subsidiaries, as guarantee to the obligations undertaken by PetroRio Lux under the Offering. PetroRio Lux has hired Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Santander Investment Securities Inc. as underwriters for the Offering.

The offering is being conducted in accordance with the procedures set forth in Rule 144-A of the Securities Act of 1933 and in Regulation S, both issued by the Securities and Exchange Commission of the United States of America. The Company informs that the net proceeds obtained from the offering will be used for prepayment of debts of PetroRio Lux, the Company and its respective subsidiaries, as the case may be, and for general corporate purposes.

This material fact notice does not constitute an offering to sell the Notes 2025, or a solicitation of an offering to buy the Notes 2025, provided that no such sale shall be made in any state or jurisdiction in which this offering is prohibited in accordance with the securities laws of that state or jurisdiction.

The Notes 2025 were not and shall not be registered with CVM. Any public offering or distribution of securities in Brazil, as defined in Brazilian laws and regulations, requires prior registration or shall be expressly exempt from registration with the CVM, pursuant to Law No. 6,385 of December 7, 1976, as amended. The Notes 2025 may not be offered or sold in Brazil, except in circumstances that do not constitute a public offer or distribution in accordance with Brazilian laws and regulations.

The Company will keep the market informed about the subject matter of this material fact notice.

About PetroRio

PetroRio is one of the largest independent oil and natural gas production companies in Brazil. The Company's corporate culture seeks to increase production through the acquisition of new assets for production, redevelopment, greater operational efficiency and reduction of production costs and corporate expenses. Its main purpose is to create value for its shareholders with increasing financial discipline and preservation of its liquidity, with total respect for safety and the environment. For more information, visit the site: www.petroriosa.com.br.

Disclaimer

All statements, except those relating to historical facts contained herein, are forward-looking statements, including, but not limited to, statements about drilling and seismic acquisitions plans, operating costs, equipment acquisition, expectation of oil discoveries, the quality of oil we expect to produce, and our other plans and objectives. Readers can identify several of such statements by reading words such as "estimate", "believes", "expects, and "will do", and similar words of any negative forms thereof. Although management believes that the expectations represented in such statements are reasonable, it may not guarantee that such expectations will materialized. By their nature, forward-looking statements require us to make assumptions, and thus such statements are subject to inherent risks and uncertainties. We advise the readers of this document not to place undue reliance on our forward-looking statements, taking into account that certain factors may cause results, conditions, acts or events that may differ significantly from the plans, expectations, estimates or intentions expressed in the forward -looking statements and the assumptions that support them. The forward-looking statements included herein are based on the premise 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 included herein are expressly qualified in their entirety by this disclaimer. Such statements were made on the date hereof. We do not undertake the responsibility for updating such forward-looking statements, except as required by applicable securities laws.

Praia de Botafogo, 370 • 13th floor • Botafogo • 22250-040 • Rio de Janeiro/RJ [phone]

petroriosa.com.br