Oleo e Gas Participacoes : Closing of General Meeting of the DIP Debentures holders

MPX ENERGIA S

ÓLEO E GÁS PARTICIPAÇÕES S.A. - Em Recuperação Judicial CNPJ/MF: 07.957.093/0001-96 Public Company - BOVESPA: OGXP3

OGX PETRÓLEO E GÁS S.A. - Em Recuperação Judicial CNPJ/MF: 08.926.302/0001-05 Public Company Material Fact - Closing of General Meeting of the DIP Debentures holders -

Rio de Janeiro, January 14th, 2016 - Óleo e Gás Participações S.A. - Em Recuperação Judicial ("OGPar")(BM&FBOVESPA: OGXP3; OTC: OGXPY.PK) e OGX Petróleo e Gás S.A. - Em Recuperação Judicial ( BM&FBOVESPA: OGSA3; OTC: OXPRY) ("OGX, and together with OGPar, "Companies"), in accordance with article 157, paragraph 4 of Brazilian Law No. 6.404/76 and CVM Rule No. 358/02, and in addition to the Materials Facts released previously, announce to their shareholders and to the market that the majorit of the debenture holders present in the General Meeting of the DIP Debentures, convertible into shares, with real guarantee, with additional fiduciary guarantee, in 3 (three) series, from OGX 3rd (third) issuance ("Debentures DIP"), occurred on the hereby date, did not have any objections on the proposal to close the aforementioned Meeting, without deliberating on the postponement of the Standstill Agreement due date, signed on May 14th, 2015, between OGX, OGpar and Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A., as the debentures trustee. In this matter, the Company will call a new meeting in order to define a new postponement of the Standstill Agreement.

The Company will keep its shareholders and the market informed of any further developments on this matter.

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 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,

Contacts: Investor Relations Márcia Mainenti

Joana Montenegro ri@ogpar.com.br ri@ogx.com.br

+55 21 3916-4545

Media:

Cibele Flores, cibele.flores@ogpar.com.br

+55 21 3916-4505