Notice to Shareholders - 1st Issuance of Convertible Debentures (Closing of the Issuance of Debentures)

Rio de Janeiro, Dec. 9, 2014 /CNW/ - HRT Participações em Petróleo S.A. ("Company" or "HRT") (BM&FBOVESPA: HRTP3, TSX-V: HRP), complementing the information disclosed on October 24, 2014, October 27, 2014 and December 1, 2014, in connection to the first issuance of convertible debentures into common shares, in a single subordinated series of the Company ("Debentures" and "Issuance," respectively), under the private placement, in the total amount of up to R$90,000,000.00 (ninety million Reais), hereby informs its shareholders and the market that on December 5, 2014, the period for exercising the preemptive right for subscription of Debenture remainders ("Remainders") within the First Apportionment has ended.

In the First Apportionment, 1,303,714 (one million, three hundred and three thousand, seven hundred and fourteen) Debentures, with a unit par value of R$20.00 (twenty Reais) each, totaling the amount of R$26,074,280.00 (twenty-six million, seventy-four thousand, two hundred and eighty Reais), were subscribed.

Since the Minimum Amount, in the amount of R$60,000,000.00 (sixty million Reais) was reached within the scope of the First Apportionment, the Debentures not subscribed after the First Apportionment shall be canceled by the Company in a Meeting of the Board of Directors of the Company to be held on December 16, 2014, as provided in the Indenture and its First Amendment.

Additionally, pursuant to the Indenture, item 4.4.4.1, the shareholders that have posed as condition for their subscription the placement of all Debentures, will have their respective subscription bulletins canceled. Thus, we inform that 23,733 (twenty-three thousand, seven hundred and thirty-three) Debentures were subscribed conditioned to the placement of all Debentures, in the amount of R $ 474,660.00 (four hundred seventy-four thousand, six hundred and sixty Reais) which will be refunded on December 17, 2014.

As part of the Issuance, considering the exercise of preemptive rights and the First Apportionment of remainders, and the cancellation of bulletins conditioned on the placement of all Debentures, were subscribed a total of 4,359,624 (four million, three hundred fifty-nine thousand, six hundred and twenty-four) Debentures, totaling R$ 87,192,480.00 (eighty-seven million, one hundred ninety-two thousand, four hundred and eighty Reais).

Upon cancellation of the Debentures not placed, the process of private placement of the Debentures shall be duly terminated, waiving the execution of the Second Apportionment of Remainders, as provided for in the Indenture.

For further clarifications, please contact Investor Relations Area.

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 adequacy or accuracy of this release.

Non-Registration with CVM – Brazilian Securities and Exchange Commission and ANBIMA – Brazilian Association of Financial and Securities Market Entities, and other Securities and Exchange Commissions

This Issuance will not be registered with CVM or with ANBIMA – Brazilian Association of Financial and Securities Market Entities, since the Debentures shall be subject of private placement, without (i) intermediation of institutions that are part of the securities distribution system; or (ii) any sale effort before indeterminate investors.

This private issuance of the convertible debentures has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. As a result, this Indenture does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in the United States nor in any jurisdiction which such an offer, solicitation, or sale would be unlawful.

This Issuance has not been and will not be registered, and may not be offered or sold in Canada and this Indenture does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in Canada nor in any jurisdiction which such an offer, solicitation, or sale would be unlawful.

About HRT
HRT is one of Brazil's largest independent companies involved in oil and natural gas exploration and production. Through its subsidiaries, it is the operator of - and holder of a 60% stake in - the Polvo field, located in the southern portion of the Campos Basin, 100 km east of the city of Cabo Frio, Rio de Janeiro. The Polvo Field produces Brazil's 7th largest daily output of barrels of oil equivalent with 20.3º API from three reservoirs. Through its subsidiaries, HRT owns the "Polvo A" fixed platform and a 3,000 HP drilling rig operating in the field. The platform is connected to the "FPSO Polvo" vessel which has capacity for hydrocarbon separation, water treatment, and oil storage and offloading. The Polvo Field license covers an area of approximately 134 km² and it holds many prospects for future exploration sites. Additionally, HRT has a 55% interest and is operator in 18 exploratory blocks in the Solimões Basin. It is also the operator of ten exploratory blocks off the Namibian coast in the Walvis Bay and Orange sub-basins. HRT is committed to minimizing any environmental impacts for areas in which it is active. Its commitment to local communities involves reducing the impacts of operations on health, safety and quality of life. For more details, visit the website: www.hrt.com.br/ri.

Disclaimer
This document contains forward-looking statements. All statements other than statements of historical fact contained in this document 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 may identify many of these statements by 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 warn readers of this document 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. The following risk factors could affect our operations: the contingent resource and prospective resource evaluation reports involving a significant degree of uncertainty and being based on projections that may not prove to be accurate; risks involved in exploration and production of oil and natural gas; limited operating history as an oil and natural gas exploration and production company; drilling and other operational hazards; breakdown or failure of equipment or processes; contractor or operator errors; non-performance by third party contractors; labor disputes, disruptions or declines in productivity; increases in materials or labor costs; inability to attract sufficient labor; requirements for significant capital investment and maintenance expenses which HRT may not be able to finance; cost overruns and delays; exposure to fluctuating currency rates and commodity prices; economic conditions in Namibia and Brazil; complex laws that may affect costs or means of doing business; environmental, safety and health regulations that may become stricter in the future and lead to an increase in liabilities and capital expenditures, including indemnity and penalties for environmental damage; early termination, non-renewal and other similar measures related to concession agreements; and competition. We caution readers that this list of factors is not exhaustive and that when relying on forward-looking statements to make decisions, investors and others should also carefully consider other uncertainties and potential events. Forward-looking statements herein are based on the assumption that our plans and operations will not be affected by such risks, but if our plans and operations are thus affected, the forward-looking statements may become inaccurate.
The forward-looking statements in this document are expressly qualified in their entirety by this cautionary statement. These statements were made on of the date of this document. We do not undertake to update these forward-looking statements unless required by legislation applicable to securities.

SOURCE: HRT Participações em Petróleo S.A.

IR CONTACTS: Eduardo Larangeira Jácome - Investor Relations Officer; Tainah Costa - Investor Relations Specialist, Tel: [phone], [email protected]