Brasil Pharma : Material Fact - 2019/02/08

BRASIL PHARMA S.A. - IN JUDICIAL REORGANIZATION

Publicly-Held Company

Corporate Taxpayer ID CNPJ/MF no. 11.395.624/0001-71

Company Registry (NIRE) 35.300.374.797

MATERIAL FACT

BRASIL PHARMA S.A. - IN JUDICIAL REORGANIZATION, a corporation registered in Brazilian Securities Commission ("CVM") as a category A publicly-held corporation, with headquarters in the City of São Paulo, State of São Paulo, at Rua dos Pinheiros, No. 498, 9th floor, Pinheiros, Zip Code 05422-902, with their certificate of incorporation registered at Junta Comercial do Estado de São Paulo under the Company Registry (NIRE) 35.300.374.797, enrolled with the Corporate Taxpayer ID CNPJ/MF under the no. 11.395.624/0001-71 ("Company"), in accordance with the article 157, paragraph 4th, of the Law No. 6,404/1976, as amended ("Corporate Law") and with the CVM Instruction No. 358/2002, as amended, in continuity with the material facts disclosed by the Company on January 9th, 2018, November 27th, 2018, January 10th, 2019 and January 21st, 2019, and with the notices to the market disclosed on September 17th, 2018, September 27th, 2018, September 28th, 2018 and January 28th, 2019 and February 7th,2019, hereby informs its shareholders and the market in general of the following:

In a meeting held on this date, Company's Board of Directors approved the execution of the 10th Issuance of Unsecured Debentures, in a single series, in the total issue amount of four million and four hundred thousand reais (R$ 4,400,000.00) ("Issuance").

The Issuance debenture will be issued under nominative and not convertible into shares condition, and without guarantees of any nature. The Issuance debenture maturity is Twenty Four (24) months, counted as of the issuance date, and will not be subject to scheduled repricing.

The Issuance will be placed privately, without intermediation of financial institutions that are part of the securities distribution system, without any sales effort before investors, and without registration for trading the debenture in the secondary market. For this reason, the Issuance will not be registered with the CVM.

The funds raised with the Issuance will be used as working capital for the Company's activities.

The Company believes that the fund raising through the Issuance will enable better structuring of recovery mechanisms provided for in its judicial recovery plan, ratified on November 27th, 2018 by the 2nd Bankruptcy and Court-Supervised Reorganization Court for the Central District of São Paulo/SP ("Recovery Plan"). As already disclosed, the Recovery Plan is currently in the implementation phase.

The raising of new funds during the fulfillment of Recovery Plan's through the entering into financing is expressly provided for in item 3.2 of the Recovery Plan.

In addition, the raising of funds through the Issuance is in accordance with item 4.2 of the Recovery Plan, which provides the right and ability to carry out its activities within the normal course of its business.

The Indenture of the Issuance, as well as the minutes of the meeting of the Board of Directors which approved its execution, describing the main terms and conditions of the Issuance, will be timely available for consultation on Company's website in the IPE Module of the Empresas.Net System.

The Company reiterates its commitment to keep shareholders and the market in general informed concerning the progress of the matters discussed herein and with respect to any other relevant matter to the market.

São Paulo, February 8th, 2019.

Leonardo Leirinha Souza Campos

Investors Relations Officer