FRONTERA DETERMINES BINDING OFFER FROM PAREX RESOURCES INC. IS A SUPERIOR PROPOSAL TO PREVIOUSLY ANNOUNCED GEOPARK TRANSACTION

Executive Summary

• Frontera’s Board has determined that Parex Resources’ $500 M cash offer (plus contingent and debt‑assumption components) to acquire all Frontera upstream Colombian assets is a “Superior Proposal” under the existing GeoPark Arrangement Agreement.
• The Parex Offer mirrors the previously announced GeoPark transaction in structure, but adds a $25 M contingent payment and assumes Frontera’s outstanding 2028 unsecured notes ($310 M) and pre‑payment facility debt ($80 M).
• A five‑business‑day “Matching Period” has begun during which GeoPark may amend its agreement to prevent the Parex Offer from being deemed superior; this period ends at 11:59 p.m. ET on March 12, 2026.

Key Details

• Offer Structure:
• $500 M cash payable at closing.
• Additional $25 M contingent payment tied to development milestones within 12 months post‑closing.
• Assumption of Frontera’s $310 M of 2028 unsecured notes and $80 M pre‑payment facility with Chevron Products Company.
• Break Fee: Parex Offer includes a $25 M Purchaser Break Fee payable to GeoPark if Frontera terminates the GeoPark Arrangement Agreement.
• Transaction Parity: Apart from consideration, the agreement to be entered into with Parex is substantially identical to the GeoPark Arrangement Agreement (same assets, same structure).
• Matching Period: Begins March 5, 2026; expires March 12, 2026 at 11:59 p.m. ET. During this window GeoPark may exercise its “Match Right” to amend terms and prevent Parex’s offer from being superior.
• Board Stance: Frontera’s Board continues to act in fiduciary duty, has not changed its recommendation regarding the GeoPark transaction, and will provide updates on GeoPark’s decision as required by securities laws.
• Forward‑Looking Statements: The release contains numerous forward‑looking statements concerning the likelihood of any transaction closing, regulatory approvals, and timing; actual results may differ materially.

Notable Quotes

(No direct quotes from executives were included in the release.)