Frontera notes five-day matching period for GeoPark

Executive Summary

• Frontera Energy Corp.'s Board of Directors has determined that a binding acquisition offer from Parex Resources Inc. is a superior proposal to the previously announced transaction with GeoPark Ltd.
• The Parex offer involves acquiring Frontera's upstream Colombian exploration and production business for $500 million in cash, plus a $25 million contingent payment and the assumption of approximately $390 million in debt.
• GeoPark has a five-business-day matching period, expiring on March 12, 2026, to amend its terms to counter the Parex offer, though Frontera has not changed its recommendation of the GeoPark deal.

Key Details

• Superior Proposal Determination: Frontera's Board, after consulting external legal counsel and independent financial advisers, concluded that Parex Resources Inc.'s binding offer constitutes a superior proposal under the GeoPark arrangement agreement.
• Parex Offer Consideration:
  • Cash: $500 million (U.S.) payable upon closing.
  • Contingent Payment: $25 million (U.S.) payable upon achievement of specified development milestones within 12 months following closing.
  • Debt Assumption: Assumption of all obligations under $310 million (U.S.) aggregate principal amount of outstanding 2028 unsecured notes and $80 million (U.S.) outstanding under a prepayment facility with Chevron Products Company.
  • Break Fee: Assumption of the $25 million (U.S.) purchaser break fee payable to GeoPark if Frontera terminates the GeoPark arrangement agreement.
• Transaction Structure: The arrangement agreement with Parex is substantially the same as the GeoPark agreement, and the transaction structure mirrors the GeoPark deal.
• Matching Period: GeoPark has a five-business-day period to amend its terms to make its offer superior. This period expires at 11:59 p.m. Eastern Time on March 12, 2026.
• Current Status: The GeoPark arrangement agreement remains in effect. Frontera has not changed its recommendation regarding the GeoPark transaction. No assurance is provided that the Parex offer will result in a completed transaction.

Notable Quotes

• "Frontera Energy Corp.'s board of directors... has determined that the binding offer received from Parex Resources Inc. to acquire all of Frontera's upstream Colombian exploration and production business constitutes a superior proposal..."