Frontera Announces Filing and Mailing of Information Circular and Receipt of Interim Order in Connection With Plan of Arrangement With Parex

Executive Summary

• Frontera Energy filed its management information circular for a special shareholder meeting on April 30, 2026 to approve a plan of arrangement under which Parex Resources will acquire all of Frontera’s Colombian upstream assets for US$500 million plus a possible US$25 million contingent payment.
• The same meeting will consider a Return‑of‑Capital resolution to reduce the capital account by up to C$647 million (≈US$470 million) and distribute net cash proceeds from the transaction to shareholders.
• An interim court order authorizing the special meeting was issued on March 27, 2026; final court approval and regulatory clearances remain required for closing.

Key Details

• Arrangement Purchase Price: US$500 million payable at closing (subject to adjustment) plus up to US$25 million contingent payment tied to development milestones within 12 months post‑closing.
• Return of Capital: Reduction of share capital by up to C$647 million (≈US$470 million) to enable a distribution of net cash proceeds:
• Closing Amount between US$445 M and US$455 M (≈C$612–C$626 M).
• Potential additional contingent payment of US$25 M.
• Shareholder Support: Approximately 37,500,749 shares (≈53.8% of outstanding shares) held by supporters have entered support agreements to vote in favour of the Arrangement Resolution.
• Voting Requirements: Both the Arrangement and Return‑of‑Capital resolutions require at least a two‑thirds majority of votes cast; the Return‑of‑Capital resolution is conditional on approval of the Arrangement.
• Court Interim Order: Issued March 27, 2026 by the Supreme Court of British Columbia, permitting the special meeting and related actions. Final court order and regulatory approvals are still required for completion.
• Meeting Logistics: Special Meeting (virtual‑only) at 10:00 a.m. ET on April 30, 2026; Annual General Meeting follows at 11:00 a.m. ET the same day. Shareholders of record as of March 30, 2026 are eligible to vote.
• Support Agreements: Catalyst Capital Group Inc., Gramercy Funds Management LLC, and each executive officer have entered support agreements with the Purchaser; non‑executive directors holding deferred share units (non‑voting) also signed support agreements.

Notable Quotes

(No direct quotes were provided in the release.)