Petro Rio S.A. ADR fka HRPTY

[DrillaHill]

The GDS will be delisted from the TSX Venture Exchange ("TSXV") following the close of the trading session of January 27, 2017.

A GDS holder may either instruct Deutsche Bank to deliver its GDS's underlying shares (prio3) deposited in Brazil (1 prio3 for 2 GDS) or without any instructions Deutsche Bank will sell the underlying shares in Brazil and remit the net proceeds to the former GDS holder. In order to hold or trade common shares of Petro Rio (prio3) foreign shareholders must comply with certain requirements as described below (2011 Listing application).

MATERIAL FACT - DELISTING FROM TSX-V IN CONNECTION WITH TERMINATION OF GDS PROGRAM

"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."

From the 2011 Listing application:
www.sedar.com/
- Search Database
- Search Company Documents
- type "Petro Rio"; Date of Filing: Apr 28 2011
- go to Listing application - English (pdf)

(Note HRT is now Petro Rio)
"Upon surrender of Global Depositary Shares and withdrawal of the HRT Shares, foreign shareholders
may elect to register their investment in the HRT Shares as (i) long term investments registered under
Law No. 4,131 (“4,131 Investments”) or (ii) portfolio investments registered under the rules of
Resolution No. 2,689/00 (“2,689 Investments”).
In order to hold the HRT Shares as a 2,689 Investment, foreign shareholders must comply with the
following requirements:
• appoint at least one representative in Brazil with powers to receive summons and represent the
foreign investor before the Brazilian Central Bank, CVM and tax authorities;
• obtain its registration as a foreign investor with CVM through its local representative;
• obtain registration of its investment in the HRT Shares with the Brazilian Central Bank;
• enrol itself through its local representative with the Brazilian tax authorities;
• appoint a custodian duly authorized by the CVM to render custody services with respect to the
HRT Shares; and
• appoint a local broker authorized to trade at BM&FBOVESPA.
In order to hold the HRT Shares as a 4,131 Investment, foreign shareholders shall comply with the
following requirements:
• appoint at least one representative in Brazil with powers to receive summons and represent the
foreign investor before tax and other governmental authorities;
• enrol itself through its local representative with the Brazilian tax authorities; and
• obtain registration of its investments in the HRT Shares with the Brazilian Central Bank."