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 - BOVESPA: OGSA3 Material Fact - Subscription of Shares issued by Eneva - Rio de Janeiro, September 9th, 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 ("OGX", and when together, "Companies") ( BM&FBOVESPA: OGSA3; OTC: OXPRY.PK), in accordance with article 157, paragraph 4 of Brazilian Law No. 6.404/76 and CVM Rule No. 358/02, make reference to the Shareholders Notice disclosed by Eneva S.A. ("Eneva"), on the date hereof, and announce to their shareholders and the market in general that, in accordance to the terms of the Subscription Agreement released to the market on March 28th, 2016 through material fact, OGX subscribed 14,875,412 shares issued by Eneva. As the counterpart, OGX contributed with 95% of its stake held on Paranaíba Gás Natural

S.A. ("PGN") capital, this transference is subject to homologation of the capital increase discussed on Eneva's shareholders general meeting held on August 2nd, 2016 and the delivery of the shares subscribed by OGX on the capital increase.

Additionally, OGX concluded the sale of its remaining stake on PGN's capital to Cambuhy I Fundo de Investimento em Participações ("Cambuhy"), in accordance to the terms and conditions of the Subscription Agreement, as released in the material fact of March 28th, 2016.

The closing of the operations stated above are included in the Partial Agreement that was object of the material fact released on July 15th, 2016 and represent another important step achieved by the Companies under the context of the ongoing negotiations with its creditors, aiming to reach the Definitive Agreement.

The Companies emphasize that Eneva's capital increase aforementioned is still subject to homologation and will keep the shareholders and 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.

OGpar / OGX Contacts: Investor Relations

Márcia Mainenti Victor Rosenzvaig ri@ogpar.com.br

+55 21 3916-4545

Media:

Cibele Flores cibele.flores@ogpar.com.br

+55 21 3916-4505

OGX Petróleo e Gás Participações SA published this content on 09 September 2016 and is solely responsible for the information contained herein.
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