material fact 
MATERIAL FACT
DELISTING FROM TSX-v IN
CONNECTION WITH TERMINATION OF GDS PROGRAM
Rio de Janeiro, December 28, 2016 - Petro Rio S.A. ("PetroRio" or the "Company") (BM&FBOVESPA: PRIO3, TSX-V: PRJ) announces today that all of the issued and outstanding global depositary shares ("GDS") will be delisted from the TSX Venture Exchange ("TSXV") following the close of the trading session of January 27, 2017.
The delisting will occur in connection with the termination of the deposit agreement among the owners and holders of GDS ("GDS holders"), Deutsche Bank Trust Company Americas ("Deutsche Bank") and the Company (the "Deposit Agreement") which is anticipated to occur on January 27, 2017 (the "Termination Date"). Commencing on the Termination Date and ending on the date that is four months after the Termination Date, Deutsche Bank will, upon request from GDS holders, deliver the underlying Common Shares to such holders of GDS in accordance with the terms and conditions of the Deposit Agreement and such GDS holders' written instructions. In the absence of written instructions from the GDS holders or their agents by the end of such four month period as to how the underlying Common Shares are to be delivered to a valid brokerage account, such Common Shares to which the former GDS holder was entitled will be sold in the market by Deutsche Bank and the net proceeds remitted to the former GDS holder.
The Common Shares will continue to be traded on the facilities of the BM&FBovespa in Brazil and GDS holders, if they provide instructions to receive Common Shares, will be able to sell the Common Shares received upon termination of the GDS program on such exchange without restriction, save for the general application of Brazilian securities and tax laws.
For further information, please contact the Company´s Investor Relations Department.
Sedar Profile # 00031536
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequ