PRIO Luxembourg Holding S.à r.l. announces cash tender offer for any and all of its outstanding 6.125% Senior Secured Notes due 2026

São Paulo, Brazil, Oct. 01, 2025 (GLOBE NEWSWIRE) -- PRIO Luxembourg Holding S.à r.l. (“PRIO Lux”) today announces the commencement of an offer to purchase for cash (the “Offer”) any and all of the outstanding 6.125% senior secured notes due 2026 (the “Notes”) issued by PRIO Lux and guaranteed by PRIO S.A. (formerly known as Petro Rio S.A.), PRIO Comercializadora Ltda. (formerly known as Petro Rio O&G Exploração e Produção de Petróleo Ltda.), PRIO Bravo Ltda. (formerly known as Petro Rio White Shark Petróleo Ltda.), PRIO Forte S.A., PRIO Internacional Ltda. and PRIO Tigris S.A. (together, the “Guarantors”).

The Offer is being made upon the terms and subject to the conditions set forth in the offer to purchase dated October 1, 2025 (the “Offer to Purchase”). The Offer is not contingent upon the tender of any minimum principal amount of Notes.

The following table sets forth certain information relating to the Offer.

Indicative Timetable for the Offer:

The Offer will expire at 5:00 p.m. (New York City time) on October 7, 2025, unless extended by PRIO Lux in its sole discretion (such time and date, as the same may be extended, the “Expiration Date”).

Validly tendered Notes may be withdrawn in accordance with the terms of the Offer, at any time at or prior to 5:00 p.m. (New York City time) on October 7, 2025, except as described in the Offer to Purchase or as required by applicable law (such date and time, as the same may be extended, in the sole discretion of PRIO Lux, the “Withdrawal Date”).

Upon the terms and subject to the conditions set forth in the Offer to Purchase and the Notice of Guaranteed Delivery (as defined in the Offer to Purchase), Holders who (i) validly tender their Notes at or prior to the Expiration Date or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery (or comply with the Depository Trust Company’s Automated Tender Offer Program procedures applicable to guaranteed delivery) and all other required documents at or prior to the Expiration Date and validly tender their Notes at or prior to the Guaranteed Delivery Date pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase), and, in each case, do not validly withdraw their Notes at or prior to the Withdrawal Date, will be eligible to receive, for each US$1,000.00 principal amount of Notes accepted for purchase, the consideration of US$1,015.31 (the “Consideration”), as described in the Offer to Purchase.

In addition to the Consideration, holders whose Notes are tendered and accepted for purchase pursuant to the Offer, including Notes tendered pursuant to the Guaranteed Delivery Procedures, will be paid accrued and unpaid interest on the Notes from, and including, the last interest payment date to, but excluding, the Settlement Date, payable on the Settlement Date. For the avoidance of doubt, PRIO Lux will not pay accrued interest for any periods following the Settlement Date in respect of any Notes purchased in the Offer.

Completion of the Offer is conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the pricing of an offering of one or more issuances of debt securities by PRIO Lux, to be guaranteed by the Guarantors, on terms satisfactory to PRIO Lux, in its sole discretion, generating net proceeds in an amount of not less than the maximum aggregate amount to be paid for the Consideration for the Notes tendered and accepted for purchase pursuant to the Offer, plus accrued and unpaid interest from the last interest payment date to, but excluding, the Settlement Date and any applicable additional amounts. Any such offering and securities will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and will not be offered or sold other than pursuant to exemptions from registration under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to purchase any such securities. PRIO Lux has the right, in its sole discretion, to amend or terminate the Offer at any time, subject to applicable law.

When considering any potential allocation of debt securities in the context of a debt offering of PRIO Lux that is expected to occur in a concurrent offering and in connection with an offering memorandum dated October 1, 2025, PRIO Lux intends, but is not in any way obligated, to give some degree of preference to those investors who, prior to such allocation, have validly tendered, or have indicated to PRIO Lux or the dealer managers their firm intention to tender, Notes in the Offer.

PRIO Lux has retained Itau BBA USA Securities, Inc., Banco BTG Pactual S.A. – Cayman Branch, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc. to serve as dealer managers and D.F. King & Co., Inc. to serve as information and tender agent for the Offer. The Offer to Purchase, the related Notice of Guaranteed Delivery and any related supplements are available at the D.F. King & Co., Inc. website at www.dfking.com/prio. The full details of the Offer, including complete instructions on how to tender Notes, are included in the Offer to Purchase. Holders of Notes are strongly encouraged to carefully read the Offer to Purchase because it contains important information. Requests for the Offer to Purchase and any related supplements may also be directed to D.F. King & Co., Inc. by telephone at +1 (212) 269-5550 or +1 (800) 859-8509 (US toll free) or in writing at prio@dfking.com. Documents relating to the Offer, including the Offer to Purchase and the Notice of Guaranteed Delivery, are also available at www.dfking.com/prio. Questions about the Offer may be directed to Itau BBA USA Securities, Inc. by telephone at +1 (888) 770-4828 (toll free) or + 1 (212) 710-6749 (collect); Banco BTG Pactual S.A. – Cayman Branch by telephone at +1 (212) 293-4609 (collect); Citigroup Global Markets Inc. by telephone at +1 (800) 558- 3745 (toll free) or +1 (212) 723-6106 (collect); HSBC Securities (USA) Inc. at +1 (888) 4722-456 (toll free) or +1 (212) 525-5552 (collect); Morgan Stanley & Co. LLC by telephone at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect); Santander US Capital Markets LLC by telephone at +1 (855) 404-3636 (toll free) or +1 (212) 350-0660 (collect); Scotia Capital (USA) Inc. by telephone at +1 (800) 372-3930 (toll free) or +1 (212) 225-5559 (collect); and SMBC Nikko Securities America, Inc. at +1 (888) 284-9760 (toll free) or +1 (212) 224-5163 (collect).

This press release shall not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase, which are being made only pursuant to the terms and conditions contained in the Offer to Purchase. The Offer is not being made to, nor will PRIO Lux accept tenders of Notes from, holders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue-sky laws of such jurisdiction. In any jurisdiction where the laws require the Offer to be made by a licensed broker or dealer, the Offer will be made by the dealer managers on behalf of PRIO Lux.

None of PRIO Lux, the Guarantors, the information and tender agent, the dealer managers or the trustee with respect to the Notes, nor any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Offer. None of PRIO Lux, the Guarantors, the information and tender agent, the dealer managers or the trustee with respect to the Notes, nor any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in the Offer to Purchase.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Offer, passed upon the merits or fairness of the Offer or passed upon the adequacy or accuracy of the disclosure in the Offer to Purchase.

About PRIO Lux and the Guarantors

PRIO Lux is a private limited liability company (société à responsabilité limitée) incorporated under the laws of Grand Duchy of Luxembourg on May 29, 2012, and an indirect, wholly-owned subsidiary of PRIO S.A. PRIO Lux has its registered office at 13-15, avenue de la Liberté, L-1931 Luxembourg, Grand Duchy of Luxembourg, and is registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B169933.

PRIO S.A. is a corporation (sociedade por ações) organized under the laws of Brazil. PRIO S.A. has its registered office at Praia de Botafogo, 370, 1st floor (parte), Botafogo, Rio de Janeiro, Brazil and is registered with the Corporate Taxpayer Registration Number (Cadastro Nacional da Pessoa Jurídica) under number 10.629.105/0001-68.

PRIO Comercializadora Ltda. is a limited liability company (sociedade limitada) organized under the laws of Brazil. PRIO Comercializadora Ltda. has its registered office at Praia de Botafogo, 370, 13th floor, Room 101C, Botafogo, Rio de Janeiro, Brazil and is registered with the Corporate Taxpayer Registration Number (Cadastro Nacional da Pessoa Jurídica) under number 11.058.804/0001-68.

PRIO Bravo Ltda. is a limited liability company (sociedade limitada) organized under the laws of Brazil. PRIO Bravo Ltda. has its registered office at Praia de Botafogo, 370, Dep 13 of the 13th floor, Room 101C, Botafogo, Rio de Janeiro, Brazil and is registered with the Corporate Taxpayer Registration Number (Cadastro Nacional da Pessoa Jurídica) under number 03.255.266/0001-73.

PRIO Forte S.A. is a corporation (sociedade por ações) organized under the laws of Brazil. PRIO Forte S.A. has its registered office at Praia de Botafogo, 370, Dep 2 of the 13th floor, Room 101C, Botafogo, Rio de Janeiro, Brazil and is registered with the Corporate Taxpayer Registration Number (Cadastro Nacional da Pessoa Jurídica) under number 08.926.302/0001-05.

PRIO Internacional Ltda. is a limited liability company (sociedade limitada) organized under the laws of Brazil. PRIO Internacional Ltda. has its registered office at Praia de Botafogo, 370, Dep 3 of the 13th floor, Room 101C, Botafogo, Rio de Janeiro, Brazil and is registered with the Corporate Taxpayer Registration Number (Cadastro Nacional da Pessoa Jurídica) under number 05.495.044/0001-53.

PRIO Tigris S.A. is a corporation (sociedade por ações) organized under the laws of Brazil. PRIO Tigris S.A. has its registered office at Praia de Botafogo, 370, Dep 3 of the 13th floor (parte), Room 101C, Botafogo, Rio de Janeiro, Brazil and is registered with the Corporate Taxpayer Registration Number (Cadastro Nacional da Pessoa Jurídica) under number 06.871.406/0001-26.

Forward-Looking Statements

Statements in this press release may be “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that PRIO Lux and the Guarantors expect or anticipate will or may occur in the future are forward-looking statements based on management’s estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “intend,” “plan,” “believe, “estimate” and similar expressions. Forward-looking statements contained in this press release are predictions only and actual results could differ materially from management’s expectations due to a variety of risk factors. All forward-looking statements attributable to PRIO Lux or the Guarantors are expressly qualified in their entirety by such risk factors. The forward-looking statements that PRIO Lux or the Guarantors make in this press release are based on management’s current views and assumptions regarding future events and speak only as of their dates. PRIO Lux or the Guarantors assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that PRIO Lux or the Guarantors make, or to make corrections to reflect future events or developments, except as required by the U.S. federal securities laws.

DISCLAIMER

This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of PRIO Lux, the Guarantors, the dealer managers, the information and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offer.

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