ÓLEO E GÁS PARTICIPAÇÕES S.A. - EM RECUPERAÇÃO JUDICIAL

CNPJ/MF: 07.957.093/0001-96
Listed Company - BOVESPA: OGXP3

Notice to the Market Second and Third Tranches of the DIP Financing Rio de Janeiro, September 1st, 2014 - Óleo e Gás Participações S.A. - Em Recuperação Judicial (the "Company") (BM&FBOVESPA: OGXP3; OTC: OGXPY.PK) announces to its shareholders and to the market that, in compliance with its and certain of its subsidiaries Reorganization Plans approved on June 3, 2014, the closing of the subscription and funding of the second tranche of the DIP Financing, the material terms of which were disclosed by the Company in the Material Fact Notice of February 7, 2014, has been completed.

The term for the subscription and funding of the third tranche of the DIP Financing, that was scheduled to close on August 29, 2014, according to the terms and conditions of the Reorganization Plan, has been suspended by the decision of the 4th Corporate Court of the Judicial District of Rio de Janeiro, State of Rio de Janeiro, due to a petition by certain creditors that had notified the Company of its interest to participate in the DIP Financing, but, in the Company's view, have failed to qualify for the subscription of the third tranche of the DIP Financing, according to the requirements of the Reorganization Plan, and claim their participation. The Company informs that there is no prejudice or any adverse effect to the creditors that have already subscribed and funded the debentures regarding the third tranche of the DIP Financing.
The Company will keep its shareholders and the market informed of any further developments on this matter and any other material fact related to its judicial restructuring proceeding.

LEGAL NOTICE

This document contains Company-related statements and information that reflect the current vision and/or expectations the Company and its management have regarding its business plan. These include, among others, all forward-looking statements that involve forecasts and projections, indicate or imply results, performance or future achievements, and may contain words such as "believe," "foresee," "expect," "consider," "is likely to result in" or other words or expressions of similar meaning. Such statements are subject to a series of expressive risks, uncertainty and premises. Please be advised that several important factors can cause the actual results to diverge materially from the plans, objectives, expectations, estimations, and intentions expressed in this document. In no event shall the Company or the members of its board, directors, assigns or employees be liable to any third party (including investors) for investment decisions or
acts or business carried out based on the information and statements that appear in this

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presentation, or for indirect damage, lost profit or related issues. The Company does not intend to provide to potential shareholders with a revision of the statements or an analysis of the differences between the statements and the actual results. Each investor must conduct and rely on its own evaluation, including of the associated risks, in making an investment decision.
OGPar Contacts
Investors:
Marcia Mainenti, ri@ogpar.com.br
Marianna Sampol, ri@ogpar.com.br
+55 21 3916-4545
Media:
Cibele Flores, cibele.flores@ogpar.com.br
+55 21 3916 4505

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