FRONTERA ANNOUNCES STRATEGIC SPIN-OFF OF ITS COLOMBIAN INFRASTRUCTURE BUSINESS TO UNLOCK INTRINSIC VALUE

FRONTERA TO DEVELOP 2 INDEPENDENT BUSINESS:
FRONTERA E&P AND FRONTERA FACILITIES

CALGARY, AB, Nov. 13, 2025/ PRNewswire/ – Frontera Energy Corporation (TSX: FEC) (“ Frontera” or the “ Business“) today revealed a strategy to open substantial worth from its existing properties through a spin-off (the “ Proposed Deal” or the “ Spin-Off“) of its Colombian Facilities organization, developing 2 independent business: Frontera Expedition & & Production (“ E&P“) and Frontera Facilities. The Proposed Deal is predicted to be finished in the very first half of 2026 and undergoes investor approval. All monetary quantities in this press release and in the Business’s monetary disclosures remain in United States dollars, unless otherwise specified.

Orlando Cabrales Segovia, President (CEO), Frontera, commented:

” With time, Frontera has actually regularly drawn in interest from financiers and tactical celebrations who acknowledge the unique strengths and worth proposals of the upstream oil and gas and facilities organizations. While the upstream oil and gas and facilities organizations are complementary, each has unique functional profiles and life process, interesting various financier bases.

To even more open investor worth and pursue future combination chances, the Business is revealing its intent to spin off its Colombian Facilities organization. This tactical separation will lead to 2 focused, independent business, each with clear concerns and customized techniques.

The Business thinks business separation represents a considerable chance to surface area and disperse worth to investors, not presently shown in Frontera’s market capitalization. The separation, targeted to be finished throughout the very first half of 2026, stays based on investor and regulative approval”

The prepared separation intends to develop 2 tactically focused, independent business:

• Frontera E&P will end up being a pure-play upstream oil and gas expedition and production business, concentrated on disciplined capital generation and functional quality. For the last twelve months ended September 30, 2025, Frontera E&P had around $ 336 million of Running EBITDA^{( 1 )} and net take advantage of^{( 2 )} of 0.7 x times.

• Frontera Facilities will become a leading energy facilities organization, leveraging robust money streams from ODL and intending to buy near-term tactical tasks at Puerto Bahia to provide a growing and long-lasting income and capital stream. For the last twelve months ended September 30, 2025, Frontera Facilities had around $ 16.2 million of Running EBITDA and $ 117.4 million of Facilities Adjusted EBITDA^{( 3)} and net financial obligation to Facilities Distributable Capital (Puerto Bahia Operating EBITDA + Dividends got from ODL) of 2.0 x times.

This deal follows the Business’s dedication to open investor worth and will make it possible for the business to pursue future combination chances.

Consolidated Operating EBITDA Breakdown:

About Frontera’s Facilities Service

Frontera’s Facilities Colombia organization consists of the Business’s 35% equity interest in the Oleoducto de los Llanos Orientales S.A. (” ODL”) petroleum pipeline, through Frontera’s completely owned subsidiary, FPI, and the Business’s 99.97% equity interest in Sociedad Portuaria Puerto Bahia (” Puerto Bahia”). Business integrates an appealing development profile and is backed by a consistent dividend stream from its financial investment in ODL, which has actually gotten over $ 147 million in dividends and capital circulations because 2023.

Below is a breakdown of Frontera Facilities’s Adjusted Facilities EBITDA:

About ODL

ODL is a midstream facilities organization with a 260-kilometer onshore pipeline co-owned by Frontera’s subsidiary, FPI (35%) and Cenit Transporte y Logistica de Hidrocarburos SAS (65%) which links Colombia’s biggest oil-producing fields in the Llanos area with the Ocensa pipeline. Secret clients consist of EcoPetrol, Frontera, GeoPark, Parex, and Hocol. In the last twelve months ODL transferred around 238,000 barrels of oil each day, or 30% of Colombia’s overall everyday oil production. Over the last twelve months ODL created EBITDA of $ 289 million and paid around $ 170 million ($ 59.4 million, net to Frontera Facilities) in dividends and capital circulation to its investors.

About Puerto Bahia

Tactically situated on the Bay of Cartagena, Colombia Puerto Bahia distinctively accommodates both liquid and dry freight terminals, improving its tactical value. Puerto Bahia’s liquids terminal exports and imports important petroleum and fine-tuned items from Frontera and other global petroleum carriers.

In 2025, Puerto Bahía finished building and construction of a pipeline connection with the Refinería de Cartagena S.A.S. (“ Cartagena Refinery“). The connection will, transportation petroleum and other hydrocarbons in between Puerto Bahía’s port center and the Cartagena Refinery. On the LPG job, Puerto Bahia, together with its partner GASCO, have actually fast-tracked the preliminary stage and is anticipated to be functional on the very first half of 2026, assisting address supply restraints in Colombia’s domestic LPG market.

In addition, Puerto Bahia’s dry terminal is the biggest center for roll-on, roll-off freight in Colombia, accounting for more than 55% of the Colombian vehicle import/export market. The port has substantial know-how in break-bulk and job freight and has actually seen a strong development in its container organization, dealing with over 3,600 TEUs in October 2025 Puerto Bahia has the footprint and ability to more broaden into the containerized freight organization.

About Frontera:

Frontera Energy Corporation is a Canadian public business associated with the expedition, advancement, production, transport, storage and sale of oil and gas in South America, consisting of associated financial investments in both upstream and midstream centers. The Business has a varied portfolio of properties with interests in 22 expedition and production blocks in Colombia, Ecuador and Guyana, and pipeline and port centers in Colombia Frontera is devoted to performing organization securely and in a socially, ecologically and fairly accountable way.

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Social Network

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LinkedIn: https://co.linkedin.com/company/frontera-energy-corp. 

Advisories:

Cautionary Note Worrying Forward-Looking Statements

This press release consists of positive declarations. All declarations, aside from declarations of historic truth, that attend to activities, occasions or advancements that the Business thinks, anticipates or prepares for will or might take place in the future consisting of, without constraint, declarations concerning the Business’s intent to think about future investor efforts consisting of the prepared separation and other tactical deals including the Facilities organization and the anticipated timing thereof and advantages associated thereto and the Business’s factor to consider of financier focused efforts are positive declarations.

These positive declarations show the present expectations or beliefs of the Business based upon info presently offered to the Business. Positive declarations undergo a variety of dangers and unpredictabilities that might trigger the real outcomes of the Business to vary materially from those talked about in the positive declarations, and even if such real outcomes are recognized or considerably recognized, there can be no guarantee that they will have the anticipated repercussions to, or results on, the Business. Elements that might trigger real outcomes or occasions to vary materially from present expectations consist of, to name a few things: volatility in market value for oil and gas; the U.S. trade tariffs and sanctions troubled many nations; the effect of global disputes consisting of the Russia– Ukraine dispute and the dispute in the Middle East and other intensifying geopolitical stress; actions of the Company of Petroleum Exporting Countries; unpredictabilities connected with estimating and developing oil and gas reserves and resources; liabilities intrinsic with the expedition, advancement, exploitation and improvement of oil and gas; unpredictability of quotes of capital and operating expense, production quotes and approximated financial return; boosts or modifications to transport expenses; expectations concerning the Business’s capability to raise capital and to continuously include reserves through acquisition and advancement; the Business’s capability to finish tactical efforts or deals to boost the worth of its typical shares and the timing thereof, consisting of that the needed approvals to finish the proposed spin-off of the Colombia Facilities organization might not be acquired or the Business might figure out mot to continue with such deal; the Business’s capability to gain access to extra funding; the capability of the Business to preserve its credit scores; the capability of the Business to: fulfill its monetary responsibilities and minimum dedications, fund capital investment and abide by covenants included in the arrangements that govern insolvency; the objectives of the Business with regard to its capital allowance choices; political advancements in the nations where the Business runs; the unpredictabilities associated with translating drilling outcomes and other geological information; geological, technical, drilling and processing issues; timing on invoice of federal government approvals; changes in forex or rates of interest and stock exchange volatility, the capability of the Joint Endeavor to reach a contract with the GoG in regard of the Joint Endeavor’s interest in the arrangements connecting to the Corentyne block, and the other dangers divulged under the heading “Danger Elements” and in other places in the Business’s yearly info type dated March 10, 2025 submitted on SEDAR+ at www.sedarplus.ca.

Any positive declaration speaks just since the date on which it is made and, other than as might be needed by relevant securities laws, the Business disclaims any intent or commitment to upgrade any positive declaration, whether as an outcome of brand-new info, future occasions or outcomes or otherwise. Although the Business thinks that the presumptions intrinsic in the positive declarations are sensible, positive declarations are not assurances of future efficiency and appropriately excessive dependence need to not be placed on such declarations due to the intrinsic unpredictability therein.

This press release consists of future oriented monetary info and monetary outlook info (jointly, “FOFI”) (consisting of, without constraint, declarations concerning anticipated typical production), and undergo the exact same presumptions, danger aspects, constraints and certifications as stated in the above paragraph. The FOFI has actually been prepared by management to offer an outlook of the Business’s activities and outcomes, and such info might not be proper for other functions. The Business and management think that the FOFI has actually been prepared on a sensible basis, showing management’s sensible quotes and judgments, nevertheless, real outcomes of operations of the Business and the resulting monetary outcomes might differ from the quantities stated herein. Any FOFI speaks just since the date on which it is made, and the Business disclaims any intent or commitment to upgrade any FOFI, whether as an outcome of brand-new info, future occasions or outcomes or otherwise, unless needed by relevant laws.

Non-IFRS Financial Steps

This news release consists of numerous “ non-IFRS monetary steps” (comparable to “ non-GAAP monetary steps“, as such term is specified in NI 52-112), ” non-IFRS ratios” ( comparable to “ non-GAAP ratios“, as such term is specified in NI 52-112), and “ capital management steps” (as such term is specified in NI 52-112)], consisting of: running EBITDA, net take advantage of, changed Facilities EBITDA, net financial obligation and adjusted net financial obligation.

Non-IFRS monetary steps and non-IFRS ratios do not have standardized IFRS meanings. The Business’s decision of these non-IFRS monetary steps and non-IFRS ratios might vary from other reporting providers and they are for that reason not likely to be similar to comparable steps provided by other business. Moreover, these monetary steps and ratios need to not be thought about in seclusion or as a replacement for steps of efficiency or money streams as prepared in accordance with IFRS. These monetary steps and ratios do not change or supersede any standardized procedure under IFRS. Other business in our market might compute these steps in a different way than we do, restricting their effectiveness as relative steps.

The Business divulges these monetary steps, together with steps prepared in accordance with IFRS, due to the fact that management thinks they offer helpful info to financiers and investors, as management utilizes them to assess the operating efficiency of the Business. These monetary steps highlight patterns in the Business’s core organization that might not otherwise appear when relying entirely on IFRS monetary steps. Even more, management likewise utilizes non-IFRS steps to leave out the effect of specific expenditures and earnings that management does not think show the Business’s underlying operating efficiency. The Business’s management likewise utilizes non-IFRS steps in order to help with running efficiency contrasts from duration to duration and to prepare yearly operating expense and as a step of the Business’s capability to fund its continuous operations and responsibilities.

State below is a description of the non-IFRS monetary steps, non-IFRS ratios and capital management steps utilized in this news release. Extra info concerning such non-IFRS monetary steps and non-IFRS ratios is included in the “Non-IFRS and Other Financial Steps” area of the Business’s management conversation & & analysis dated March 10, 2025, for the year ended December 31, 2024 (the “2024 MD&A”), which info is integrated by referral herein. A copy of the 2024 MD&A is offered under the Business’s profile on SEDAR+ at www.sedarplus.ca.

Operating EBITDA

EBITDA is a typically utilized non-IFRS monetary procedure that changes earnings (loss) as reported under IFRS to leave out the results of earnings taxes, financing earnings and expenditures, and DD&A. Running EBITDA is a non-IFRS monetary procedure that represents the operating outcomes of the Business’s organization, omitting the following products: restructuring, severance and other expenses, post-termination commitment, trunkline expenses, temporal taxes, payments of minimum work dedications and, specific non-cash products (such as problems, forex, latent danger management agreements, share-based settlement and financial obligation extinguishment expense) and gains or losses developing from the disposal of capital properties In addition, other uncommon or non-recurring products are left out from running EBITDA, as they are not a sign of the underlying core operating efficiency of the Business. The most straight similar monetary procedure to running EBITDA that is defined, specified and figured out in accordance with IFRS and divulged in Frontera’s monetary declarations is earnings (loss).

Adjusted Facilities EBITDA
The Adjusted Facilities EBITDA is a non-IFRS monetary procedure utilized to help in determining the operating outcomes of the Facilities Colombia Section organization.

Facilities Distributable Capital
Distributable Capital is a non‑IFRS monetary procedure utilized to evaluate the money offered to the Business from its operations and equity financial investments to support capital investment, financial obligation service and dividends.

Facilities Free Capital
Facilities Free Capital is a non-IFRS monetary procedure that is utilized by the Business to evaluate the Business’s capability to produce money after capital investment and financial obligation service that is offered for reinvestment or circulation. Free Capital is a non-IFRS ratio that is determined as Facilities Distributable Capital minus FPI Financial Obligation Service and Facilities Capex.

Net Financial Obligation and Changed Net Financial Obligation
Net financial obligation is a non-IFRS monetary procedure that is utilized by the Business to monitor its capital structure, monetary take advantage of, and as steps of general monetary strength. Net financial obligation is specified as combined overall insolvency, less unlimited money and money equivalents. Changed net financial obligation is a non-IFRS ratio that is determined as overall Financial obligation and Lease Liabilities divided by Money and Money Equivalents.

Net Take Advantage Of
Net take advantage of is a non-IFRS ratio and is determined as adjusted Net Financial obligation divided by Running EBITDA. The Business’s management thinks that net take advantage of helps financiers and investors in examining the Business’s monetary take advantage of and liquidity, and in comparing its balance sheet position throughout durations and versus market peers.

Overall financial obligation and lease liabilities
Overall financial obligation and lease liabilities are capital management steps to explain the overall monetary liabilities of the Business and is consisted of the financial obligation of the Business’s $ 314 million senior unsecured notes due 2028, loans, and liabilities from leases of numerous residential or commercial properties, power generation supply, cars and other properties.

SOURCE Frontera Energy Corporation