Petro Rio S A : MATERIAL FACT - PUBLIC OFFERING OF SHARES (FOLLOW-

MATERIAL FACT

PUBLIC OFFERING OF SHARES

(FOLLOW-ON)

Rio de Janeiro, December 24, 2020 - Petro Rio S.A. ("Company" or "PetroRio") (B3: PRIO3), pursuant to paragraph 4 of article 157 of Law no. 6,404, dated December 15, 1976, as amended, and the Brazilian Securities Commission's ("CVM") Rule no. 358, dated January 3, 2002, as amended, hereby informs its shareholders and the general market that the Company is considering a potential fundraising transaction by means of a public offering in Brazil for the distribution of common, registered, book-entry shares, without par value, issued by the Company, free of any encumbrances (the "Shares" and the "Potential Offering," respectively).

At the present moment, the Company has not determined or approved the effective performance of the Potential Offering, its terms and conditions, or any other possible fundraising transaction and, therefore, as of this date, no public offering for the distribution of the Company's shares is being carried out in Brazil, in the United States or in any other jurisdiction.

The Potential Offering is subject to certain conditions, which include receiving necessary approvals, including the Company's corporate approvals, favorable political and macroeconomic conditions, investor interest, as well as other factors determined by the Company. If carried out, the Potential Offering will be performed in accordance with applicable laws and regulations.

This Material Fact is not intended to be published or distributed, directly or indirectly, in the United States or in any other jurisdiction, and is for informational purpose only, pursuant to the laws and regulations in force, and shall not, under any circumstance, be considered and/or construed as, or constitute, an investment recommendation or an offer to sell, or a request or an offer to purchase any securities issued by the Company, including the Shares, in Brazil, in the United States or in any other jurisdiction.

Any information contained herein shall not be carried, transmitted, disclosed, distributed or disseminated in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any other U.S. federal and state securities laws, and the securities may not be offered, sold, pledged or otherwise transferred in the United States or to U.S. investors, unless they are registered, or exempt from, or not subject to, registration under the Securities Act.

The Company will keep its shareholders and the market informed regarding any material developments or deliberations, applicable CVM restrictions and applicable laws and regulations.

About PetroRio

PetroRio is one of the largest independent companies in the oil and gas production in Brazil. The Company´s corporate culture seeks to increase production through the acquisition of new production assets, the redevelopment 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.

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

petroriosa.com.br