FRONTERA ANNOUNCES DEFINITIVE AGREEMENT WITH GEOPARK TO DIVEST ITS COLOMBIAN E&P ASSETS PORTFOLIO FOR A FIRM VALUE OF $622 MILLION

Pursuant to the contract, GeoPark will obtain 100% of Frontera’s Colombian upstream service, which includes all of Frontera’s oil and gas expedition and production possessions in Colombia, the reverse osmosis water treatment center (“ SAARA“) and the palm oil plantation (“ Proagrollanos“). Following conclusion of the Deal and topic to investor approval, Frontera plans to disperse to investors roughly $ 370 million ( CAD$ 7.18 per share)^{( 1 )}, the information of which will be interacted prior to the investor conference.

The equity purchase cost of $ 400 million represents a 25% premium to the 90-day VWAP, and a 18% premium to the existing stock cost of Frontera. Nevertheless, the Deal includes the E&P possessions alone. Consisting of money resources on hand plus a conservative $ 150 million evaluation for the Facilities Organization (at a 4x numerous to 2025E Distributable Capital), the suggested stock cost of CAD$ 10.67, is a premium for our investors in excess of 60% over Frontera’s closing stock cost since today.

” The Board and management have actually concentrated on optimizing investor worth opening roughly $ 1.1 billion, consisting of over $ 480 million through dividends and buybacks. We have actually likewise placed the Business to open more worth through functional, tactical and financial obligation decrease efforts. The Deal represents a substantial action and the conclusion of this multi-year, shareholder-focused technique to surface area and generate income from worth in the E&P service.”

The extra Facilities Organization upside will originate from our interest in ODL and Puerto Bahía as the foundation of our post‑transaction Frontera Our Facilities Organization currently produces Distributable Capital of roughly $ 77 million (2025E), supported by a steady dividend stream from ODL and an appealing development profile at Puerto Bahía, consisting of LPG import centers, an LNG regasification job, and containerized freight growth.”

Frontera and Geopark have actually participated in the contract to impact the Deal by method of a strategy of plan under business Corporations Act ( British Columbia). Following conclusion of closing, Frontera anticipates to disperse the net money earnings from the Deal (after deal expenses, costs and expenditures) to investors through a return of capital. Extra information on timing and quantity of the return of capital will be offered in due course.

• $ 375 million payable at closing, based on traditional closing changes, of which $ 75 million has actually been transferred by Geopark into escrow; and
• $ 25 million contingent payment payable upon the accomplishment of defined advancement turning points within a duration of as much as 12 months following the Deal’s closing date

Under the regards to the contract, GeoPark will presume all the responsibilities under Frontera’s $ 310 million of impressive 2028 unsecured notes along with the $ 80 million impressive under Frontera’s formerly revealed Chevron prepayment center. The Deal suggests a firm worth of $ 622 million for the gotten possessions, making up the money factor to consider and the presumption of existing financial obligation

The deal has an efficient date of January 1, 2026, is expected to close in the 2nd half of 2026 topic to traditional closing conditions consisting of, without constraint, invoice of Frontera’s Investor approval in accordance with appropriate business and securities laws, approval of the strategy of plan by the British Columbia Supreme Court and invoice of necessary regulative approvals. The Deal is exempt to any funding condition and will be moneyed completely through Geopark’s existing liquidity, dedicated lines of funding and prepayment centers.

The Deal needs approval by a minimum of 66 2/3% of the votes cast by Frontera’s Investors present personally or represented by proxy at an unique conference of Frontera’s Investors to be contacted us to think about the Deal (the “ Frontera’s Satisfying“). The Frontera’s Investor Satisfying is anticipated to be kept in April 2026, and even more information will be offered in the future.

Additional information with regard to the Plan and the awaited return of capital to Frontera investors following the closing of the Deal will be consisted of in the info circular (the “ Circular“) to be sent by mail to the Frontera’s Investors in connection with the Frontera Satisfying. A copy of the Arrangement and the Circular will be submitted on Frontera’s SEDAR+ profile and will be offered for seeing in due course at www.sedarplus.ca.

Frontera maintains complete ownership of the Facilities Organization, its interests in Guyana, and particular small non‑Colombian possessions. The Facilities Organization will act as the foundation of Frontera’s post‑transaction portfolio and a core possession within Colombia’s energy worth chain, integrating ODL’s robust and foreseeable cash‑flow generation with Puerto Bahía’s pipeline of tactical development jobs, using a distinguished worth proposal in the facilities area.

Frontera’s Facilities 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, Frontera Pipeline Financial Investment AG (“ 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 stable dividend stream from its financial investment in ODL, which integrated with the Puerto Bahia Operating EBITDA has actually produced over $ 194 million in Distributable Money Flows considering that 2023, consisting of $ 77 million alone in 2025.

• Centrally situated Operations Center in Cartagena Bay with unlimited draft and direct hinterland gain access to.
• Integrated liquids and basic freight operations with large growth location.
• A number of near-term development jobs will improve possession worth and capital prospective consisting of LPG import centers, an LNG regasification job, and containerized freight growth.

• Secret midstream possession in Colombia, transferring ~ 30% of Colombian oil production and serving the Llanos location holding ~ 70% of Colombian tested petroleum reserves.
• Steady money generation and strong market and running position.
• Special position to record extra profits streams from its location of impact.

Citi is serving as monetary consultant to Frontera BMO Nesbitt Burns Inc. was maintained to offer a fairness viewpoint to the Frontera Board of Directors for a repaired cost payable upon shipment of the viewpoint (and not contingent on conclusion of the Deal). Blake Cassels & & Graydon LLP are serving as legal counsel to Frontera

After assessment with their independent monetary and legal consultants, the independent members of the Frontera’s Board of Directors all figured out that the Deal is reasonable to and in the very best interests of Frontera Energy Corporation, and all suggest that investors authorize the Deal. All officers of Frontera have actually likewise participated in assistance arrangements under which, based on the regards to the arrangements, they have actually accepted enact favor of the Deal. In addition, the Driver Capital Group Inc. and Gramercy Funds Management LLC, which beneficially own roughly 41% and 12% of the Business’s impressive shares, respectively, have actually likewise participated in assistance arrangements under which, based on the regards to the arrangements, they have actually accepted enact favor of the Deal.

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 possessions with interests in 18 expedition and production blocks in Colombia, and Guyana, and pipeline and port centers in Colombia. Frontera is dedicated to performing service securely and in a socially, ecologically and fairly accountable way.

This press release includes positive declarations. All declarations, besides declarations of historic reality, that attend to activities, occasions or advancements that the Business thinks, anticipates or expects will or might happen in the future are positive declarations. Making use of any of the words “price quote”, “will”, “would”, “think”, “strategy”, “anticipated”, “prospective”, and comparable expressions are planned to determine positive declarations. Positive declarations are typically, however not constantly, recognized by such words. These declarations include understood and unidentified threats, unpredictabilities and other aspects that might trigger real outcomes or occasions to vary materially from those expected in such positive declarations. In specific, and without restricting the foregoing, this press release includes forward looking declarations with regard to: the anticipated closing date of the Deal; the capability of Frontera to acquire all essential court, third-party and investor approvals to finish the Deal; the awaited advantages of the Deal to Frontera Shareholders; the money factor to consider to be gotten pursuant to the Deal; the anticipated usage of earnings arising from the Deal; the awaited return of capital to Frontera investors and the anticipated timing thereof; the expectations that the Deal will advance worth for Frontera’s investors; the anticipated timing of the mailing and the contents of the Circular and the timing of the Frontera Satisfying; the conditions to closing the Deal; and other comparable declarations.

These positive declarations show the existing expectations or beliefs of the Business based upon info presently offered to the Business. Positive declarations go through a variety of threats and unpredictabilities that might trigger the real outcomes of the Business to vary materially from those gone over in the positive declarations, and even if such real outcomes are recognized or significantly 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 existing expectations consist of, to name a few things: the failure to acquire all essential court, third-party and investor approvals to finish the Deal or the investor approval needed to finish the return of capital; the danger that the Deal might be differed, sped up or ended in particular situations; threats associating with the result of the Deal, consisting of the threats connected with approval at the Frontera Satisfying and invoice of regulative approvals; the danger that the conditions to the Deal might not be pleased, or to the level allowed, waived, consisting of the danger that needed regulative approvals might not be gotten in a prompt way or at all; the danger that situations might affect the quantity and timing of the prepared return of capital to investors; volatility in market value for oil and gas; unpredictabilities connected with estimating and developing oil and gas reserves and resources; liabilities fundamental with the expedition, advancement, exploitation and recovery 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 relating to the Business’s capability to raise capital and to constantly include reserves through acquisition and advancement; the Business’s capability to gain access to extra funding; the capability of the Business to preserve its credit rankings; 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; 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 rate of interest and stock exchange volatility, the capability of the Business and CGX to reach an arrangement with the Federal government of Guyana in regard of the Corentyne block, and the other threats revealed 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 appropriate securities laws, the Business disclaims any intent or responsibility 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 fundamental in the positive declarations are sensible, positive declarations are not warranties of future efficiency and appropriately excessive dependence must not be placed on such declarations due to the fundamental unpredictability therein.

This press release includes future oriented monetary info and monetary outlook info (jointly, “FOFI”) (consisting of, without constraint, declarations relating to anticipated typical production), and go through the exact same presumptions, danger aspects, restrictions and credentials 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 an affordable 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 responsibility to upgrade any FOFI, whether as an outcome of brand-new info, future occasions or outcomes or otherwise, unless needed by appropriate laws.

This news release includes different “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 utilize, 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 companies and they are for that reason not likely to be equivalent to comparable steps provided by other business. In addition, these monetary steps and ratios must not be thought about in seclusion or as an alternative 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 step 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 reveals 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 service that might not otherwise appear when relying exclusively on IFRS monetary steps. Even more, management likewise utilizes non-IFRS steps to leave out the effect of particular 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 relating to such non-IFRS monetary steps and non-IFRS ratios is included in the “Non-IFRS and Other Financial Procedures” 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 recommendation herein. A copy of the 2024 MD&A is offered under the Business’s profile on SEDAR+ at www.sedarplus.ca.

EBITDA is a typically utilized non-IFRS monetary step 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 step that represents the operating outcomes of the Business’s service, omitting the following products: restructuring, severance and other expenses, post-termination responsibility, trunkline expenses, temporal taxes, payments of minimum work dedications and, particular non-cash products (such as disabilities, forex, latent danger management agreements, share-based settlement and financial obligation extinguishment expense) and gains or losses developing from the disposal of capital possessions. 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 equivalent monetary step to running EBITDA that is defined, specified and figured out in accordance with IFRS and revealed in Frontera’s monetary declarations is earnings (loss).

Net financial obligation is a non-IFRS monetary step that is utilized by the Business to monitor its capital structure, monetary utilize, 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.