3R PETROLEUM ÓLEO E GÁS S.A.

CNPJ/ME n° 12.091.809/0001-55

NIRE 33.300.294.597 | CVM CODE Nº 02529-1

MATERIAL FACT

HIRING OF US$ 500 MILLION FOR THE ACQUISITION OF THE POTIGUAR CLUSTER

3R PETROLEUM ÓLEO E GÁS S.A. (“Company”) (B3:RRRP3), in accordance with the provisions of CVM Resolution No. 44, informs its investors and the market in general that, on this date, 3R Potiguar S.A., a wholly owned subsidiary of the Company (“3R Potiguar”), executed a commitment letter for the structuring and issuance of debentures, with a firm underwriting commitment, in the amount of US$ 500 million (“Commitment Letter” and “Debentures”) with Banco BTG Pactual S.A. (“BTG Pactual”). The funds raised with the issuance, together with the US$ 500 million financing raised with certain financial institutions led by Morgan Stanley Senior Funding Inc. (“Morgan Stanley”), as published by the Company by means of the Material Fact dated as of August 2, 2022, will be used for the completion of the acquisition of the Potiguar Cluster, an upstream (oil and gas producing fields) and mid & downstream (private use terminal, refinery, and storage) assets, located in the Potiguar Basin, in the state of Rio Grande do Norte and currently owned and operated by Petróleo Brasileiro S.A. – Petrobras.

In the last 12 months, the Potiguar Cluster concessions recorded an average production of 18 thousand barrels of oil per day. In accordance with the reserves certification, prepared by the independent consultant DeGolyer and MacNaughton, with a base date of December 31, 2021, the Potiguar Cluster comprise 229,3 million barrels of oil equivalent of proven and probable reserves (2P), of which 169,7 million barrels (or 74%) are proven reserves (1P). Of the total 2P reserves, 98% represent oil reserves.

The Debentures shall mature within 60 months from the date hereof, including a possibility of prepayment from the 24th month. The Debentures shall be monetarily adjusted by a calculation of variation of the US dollar selling rate, and from the disbursement date, shall bear an interest rate of SOFR plus 7.5% per annum. The other terms and conditions of the Debentures are set forth in the Commitment Letter.

Additionally, it is worth noting that (i) the issuance of Debentures is subject to the satisfaction of certain conditions precedent set forth in the Commitment Letter and will be subject to private distribution, in the amount of US$ 500 million; (ii) until the issuance of Debentures, the Company and/or 3R Potiguar will pay a ticking fee, lower than the interest rate of the Debentures; and (iii) the Debentures will share the same collateral package of the financing raised with Morgan Stanley.

Finally, 3R reinforces its commitment to keep its investors and the market in general duly informed, in line with the best corporate governance practices and in strict compliance with current legislation.

Rio de Janeiro, October 20, 2022

Rodrigo Pizarro
Chief Financial and Investor Relations Officer