FRONTERA ENERGY CORPORATION COMMENCES TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028

TORONTO, Might 9, 2025/ PRNewswire/ – Frontera Energy Corporation FEC (the “ Business” or “ Frontera“) today revealed that it is starting a money tender deal (the “ Deal“) for approximately U.S.$ 65 million (the “ Optimum Tender Quantity“) in aggregate principal quantity of its exceptional 7.875% Senior Protected Notes due 2028 (the “ Notes“) and a concurrent permission solicitation (the “ Solicitation“) upon the terms and based on the conditions state in the Deal to Purchase and Permission Solicitation Declaration dated since Might 9, 2025 (the “ Deal to Purchase“).

The Deal will end at 5:00 p.m., New York City City time, on June 9, 2025, unless extended by the Business (the “ Expiration Time“). Settlement for all Notes tendered at or prior to 5:00 p.m., New York City City time, on Might 23, 2025, unless extended by the Business (the “ Early Tender Date and Permission Due Date“), is anticipated to take place on or about Might 30, 2025 Tendered Notes might not be withdrawn after 5:00 p.m., New York City city time, on Might 23, 2025, unless extended by the Business (the “ Withdrawal Due Date“). Settlement for all Notes tendered after the Early Tender Date and Permission Due Date and at or prior to the Expiration Time will take place immediately following the Expiration Time.

Holders tendering their Notes at or prior to the Early Tender Date and Permission Due date will be needed to provide their grant particular proposed changes to the indenture governing the Notes as more explained in the Deal to Purchase (the “ Proposed Modifications“).

The following table sums up the product rates terms for the Deal and the Solicitation:

Holders who validly tender and do not validly withdraw their Notes at or prior to the Early Tender Date and Permission Due date will be qualified to get the Overall Factor to consider with regard to the Notes, that includes the Early Tender and Permission Payment, based on the conditions explained listed below, as stated in the table above. Holders who validly tender their Notes after the Early Tender Date and Permission Due Date however at or prior to the Expiration Time will be qualified, if accepted by the Business and topic to the conditions explained listed below, to get just the Tender Deal Factor To Consider for the Notes, which equates to the Overall Factor to consider minus the Early Tender and Permission Payment, as stated in the table above.

In addition, all Notes accepted for payment will be entitled to get accumulated and overdue interest from and consisting of the last interest payment date for the Notes to, however leaving out, the suitable settlement date.

The quantity of Notes that might be bought in the Deal goes through the Optimum Tender Quantity. Tendered Notes might undergo proration if the aggregate purchase rate of Notes validly tendered and not validly withdrawn in the Deal goes beyond the Optimum Tender Quantity, based on disclosure and other requirements under suitable law. The Business reserves the right to increase or reduce the Optimum Tender Quantity. All Notes tendered at or prior to the Early Tender Date and Permission Due date will have top priority over Notes tendered after the Early Tender Date and Permission Due Date.

A different tender guideline need to be sent on behalf of each useful owner due to possible proration.

Holders might not tender their Notes at or prior to the Early Tender Date and Permission Due date without providing their approvals. Nevertheless, at any time previous to or at the Early Tender Date and Permission Due date, holders might choose to provide approvals without tendering Notes. The legitimate tender of Notes by any holder at or prior to the Early Tender Date and Permission Due date will be considered to make up the offering of an authorization by such holder to the Proposed Modifications. Holders that validly provide and do not validly withdraw approvals at any time previous to or at the Early Tender Date and Permission Due date without tendering Notes or validly tender and do not validly withdraw Notes at any time previous to or at the Early Tender Date and Permission Due Date which are declined for purchase due to oversubscription in the Deal will be qualified to get the Permission Payment, based on the conditions explained listed below. The payment of the Permission Payment and the consummation of the Deal are conditioned upon the Funding Condition and the invoice of the Essential Consents, to name a few things.

Notes tendered might be validly withdrawn and approvals provided might be validly withdrawed at any time previous to or at the Withdrawal Due Date, and Notes tendered after the Withdrawal Due date and at or prior to the Expiration Time might not be withdrawn other than as needed by law.

The Proposed Modifications to the indenture governing the Notes will just end up being operative if the Business gets tenders and approvals from holders of more than 50% in aggregate principal quantity of the Notes (the “ Essential Approvals“). The Business means to carry out an extra indenture with the Proposed Modifications as quickly as practicable following the invoice of the Essential Consents. Consummation of the Deal and payment for the tendered Notes goes through the complete satisfaction or waiver of conditions stated in the Deal to Purchase, consisting of, without constraint, the condition that the Business will have gotten financial obligation funding on conditions and yielding net money profits fairly acceptable to the Business (the “ Funding Condition“) and the invoice of the Essential Consents.

The Business’s commitment to acquire the Notes is not conditioned upon the tender of any minimum primary quantity of the Notes. The Business has the right, in its sole discretion, to change or end the Deal and/or the Solicitation at any time.

Citigroup Global Markets Inc. and Itau BBA U.S.A. Securities, Inc. are serving as dealership supervisors for the Deal and solicitation representatives for the Solicitation (the “ Dealership Supervisors and Solicitation Representatives“). The details and tender representative is Morrow Sodali International LLC, trading as Sodali & & Co (the “ Details and Tender Representative“).

Ask for documents must be directed to the Details and Tender Representative at the deal site: https://projects.sodali.com/frontera. Concerns relating to the Deal or the Solicitation must be directed to the Dealership Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA).

This news release is neither a deal to acquire nor a solicitation of a deal to offer securities. The Deal and the Solicitation are being made just pursuant to the Deal to Purchase.

None of the Business, the Dealership Managers and Solicitation Agents or the Details and Tender Representative makes any suggestion regarding whether holders must tender or avoid tendering their Notes or providing their approvals. Holders need to make their own choice regarding whether to tender Notes (and, if so, the primary quantity of Notes to tender) and/or provide approvals.

Based upon openly offered details, The Driver Capital Group Inc., which handles funds (the “ Driver Funds“) that hold roughly 40.97% of the typical shares of the Business, works out control or instructions over U.S.$ 8 million primary quantity of the Notes. As an outcome of the holdings of the Driver Funds, the Deal and the Solicitation are “associated celebration deals” of the Business as specified under Multilateral Instrument 61-101– Defense of Minority Security Holders in Unique Deals of the Canadian Securities Administrators (“ MI 61-101“). The Deal and the Solicitation will be exempt from the evaluation and minority approval requirements of MI 61-101 pursuant to areas 5.5( a) and 5.7( a) of MI 61-101, respectively. The product modification report to be submitted by the Business in connection with the Deal and the Solicitation will include extra disclosure needed under MI 61-101. The Business holds U.S.$ 6 million primary quantity of the Notes which were obtained in free market purchases however have actually not been given up for cancellation. These Notes will not undergo the Deal or the Solicitation. The Notes held by the Business and the Driver Funds will not be thought about exceptional for functions of computing the Essential Consents.

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 tactical financial investments in both upstream and midstream centers. The Business has a varied portfolio of properties which includes interests in 22 expedition and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port centers in Colombia. Frontera’s typical shares are noted for trading in the Toronto Stock Market under the ticker sign “FEC.” The Business is devoted to performing service securely and in a socially and ecologically accountable way.

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Advisories:

Cautionary Note Worrying Forward-Looking Statements

This press release consists of positive declarations. All declarations, aside from declarations of historic reality, that deal with 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 relating to the timing and regards to the Deal and Solicitation) are positive declarations. These positive declarations show the present expectations or beliefs of the Business based upon details 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 understood or significantly understood, there can be no guarantee that they will have the anticipated effects to, or impacts on, the Business. Elements that might trigger real outcomes or occasions to vary materially from present expectations consist of, to name a few things: failure to fulfill the Funding Condition or other conditions of the Deal and Solicitation (consisting of the invoice of the Essential Approvals); level of involvement in the Deal and Solicitation; the freshly enforced U.S. trade tariffs impacting over 50 nations and intensifying stress with China; the effect of the Russia– Ukraine dispute and dispute in the Middle East; actions of the Company of Petroleum Exporting Countries (OPEC+); liabilities intrinsic with the expedition, advancement, exploitation and improvement of oil and gas; unpredictability of price quotes of capital and operating expense, production price quotes and approximated financial return; unpredictabilities related to approximating oil and gas reserves; failure to develop approximated resources or reserves; volatility in market value for oil and gas; change in currency exchange rates; inflation; modifications in equity markets; understandings of the Business’s potential customers and the potential customers of the oil and gas market in Colombia and other nations where the Business runs or has financial investments; unpredictabilities connecting to the accessibility and expenses of funding required in the future; the Business’s capability to finish tactical efforts or deals to boost the worth of its securities and the timing thereof; 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 adhere to covenants included in the arrangements that govern insolvency; political advancements in the nations where the Business runs; the unpredictabilities associated with analyzing drilling outcomes and other geological information; timing on invoice of federal government approvals; the failure of the Business to reach an arrangement with the Federal government of Guyana in regard of the Business and its joint endeavor partner’s interests in, and the petroleum prospecting license for, the Corentyne block; and the other threats divulged under the heading “Threat Elements” and somewhere else in the Business’s yearly details kind 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 suitable securities laws, the Business disclaims any intent or commitment to upgrade any positive declaration, whether as an outcome of brand-new details, future occasions or outcomes or otherwise. Although the Business thinks that the presumptions intrinsic 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 intrinsic unpredictability therein.

SOURCE Frontera Energy Corporation