Frontera to hold special shareholder meeting April 30

Executive Summary

• Frontera Energy Corp. is proceeding with a plan of arrangement to sell its entire Colombian upstream business to Parex Resources Inc. via a wholly owned subsidiary, Parex AcquisitionCo Inc.
• The transaction involves a base purchase price of $500 million USD, plus a contingent payment of up to $25 million USD tied to development milestones.
• Shareholders are scheduled to vote on the arrangement and a related return of capital at a special meeting on April 30, 2026, with support agreements in place covering approximately 53.82% of outstanding shares.

Key Details

• Transaction Structure: Plan of arrangement where Parex Resources Inc. (via Parex AcquisitionCo Inc.) acquires all of Frontera's Colombian upstream business.
• Target Assets: All of Frontera's oil and gas exploration and production assets in Colombia, the reverse osmosis water treatment facility, and the palm oil plantation.
• Consideration:
  • Base Price: $500 million USD, payable upon closing, subject to adjustments per the arrangement agreement.
  • Contingent Payment: Up to $25 million USD, payable upon achievement of specified development milestones within 12 months following closing.
• Return of Capital: Shareholders will vote on a reduction of capital account by up to $647 million (approx. $470 million USD) to effect a return of capital from net cash proceeds.
  • Closing Amount: Estimated between $445 million USD and $455 million USD (approx. $612–$626 million CAD as of March 24, 2026).
  • Contingent Component: Up to $25 million USD.
• Shareholder Meeting Details:
  • Date: April 30, 2026, at 10:00 a.m. Eastern Time.
  • Format: Virtual-only via live audio webcast; no in-person attendance allowed.
  • Record Date: March 30, 2026.
  • Voting Thresholds: Requires approval of at least two-thirds of votes cast for both the arrangement resolution and the return of capital resolution. The return of capital is contingent on the approval of the arrangement.
• Support Agreements:
  • Parties involved: The Catalyst Capital Group Inc., Gramercy Funds Management LLC, executive officers, and non-executive directors.
  • Coverage: Collectively hold approximately 37,500,749 shares, representing ~53.82% of outstanding shares.
  • Commitment: Agreed to vote in favor of the arrangement resolution.
• Regulatory/Court Status:
  • Interim Order: Granted by the Supreme Court of British Columbia on March 27, 2026, authorizing the special meeting.
  • Remaining Conditions: Final court order, applicable regulatory approvals/clearances, and other customary closing conditions.
• Documentation: Management information circulars for both the special meeting and the 2026 Annual General Meeting (AGM) have been filed on SEDAR+ and will be mailed to shareholders.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.