Latest news with #OrlandoCabrales
Cision Canada
10-06-2025
- Business
- Cision Canada
FRONTERA ENERGY CORPORATION ANNOUNCES TENDER OFFER RESULTS AND RECEIPT OF REQUISITE CONSENTS UNDER THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
TORONTO, June 10, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the " Company" or " Frontera") announces the results of the Company's previously announced cash tender offer (the " Offer") and concurrent consent solicitation (the " Solicitation") of its outstanding 7.875% Senior Notes due 2028 (the " Notes"), in each case, made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (as amended prior to the date hereof, the " Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase. Orlando Cabrales, Chief Executive Officer (CEO), Frontera, commented: "I am pleased to announce that the Company has received (i) the requisite consents to implement the proposed amendments to the terms of the Notes and (ii) validly delivered tenders in excess of the maximum tender amount set forth in the Offer. The successful completion of this transaction is an important step for the Company as it modernizes its covenant package to meet today's market needs. The transaction also reduces the Company's Notes by U.S.$80 million (or over 20%) 3 years before maturity, highlighting the Company's commitment to its bondholders. The Company's Board and Management believe that to succeed in the current macro-economic landscape, companies must take decisive and strategic actions to maintain operational and financial flexibility, deliver long-term business and reserve growth, including through inorganic opportunities, and reduce financial leverage to ensure long-term sustainability. These results are proof of Frontera's strategic focus on delivering meaningful bondholder and investor value initiatives. The Company will continue to consider similar investor-focused initiatives in 2025 and beyond." As of 5:00 p.m., New York City time, on June 9, 2025 (the " Extended Early Tender Date and Consent Deadline") which was also the Expiration Time, the Company had received, without duplication, (i) validly delivered tenders from Holders representing U.S.$134,169,000 in aggregate principal amount of Notes Outstanding (as defined in the Indenture) and (ii) validly delivered Consents from Holders (including Consents delivered without tenders) representing U.S.$194,448,000 (i.e. 50.38%) in aggregate principal amount of Notes Outstanding (as defined in the Indenture). Therefore, the Company has obtained the Requisite Consents to the Proposed Amendments under the Indenture governing the Notes and will proceed, on the Tender and Solicitation Settlement Date (as defined below), to (a) execute the Supplemental Indenture incorporating the Proposed Amendments and (b) pay to consenting Holders the Amended Consent Payment (consisting of U.S.$8 million to be divided pro rata among all tendering and consenting Holders, which is equal to U.S.$41.14 per U.S.$1,000 principal amount of Notes). Holders who validly delivered their Consents at or prior to the Extended Early Tender Date and Consent Deadline are eligible to receive the Amended Consent Payment with respect to their consented Notes. Holders who validly tendered their Notes at or prior to the Extended Early Tender Date and Consent Deadline, and whose Notes are accepted for purchase pursuant to the Offer, are eligible to receive (a) both the Amended Tender Consideration (equal to U.S.$720 per U.S.$1,000 principal amount of Notes tendered and accepted for purchase, subject to the proration factor as detailed in the table below) and the Amended Consent Payment (equal to U.S.$41.14 per U.S.$1,000 principal amount of Notes for which a Consent was submitted, without applying the proration factor) with respect to their Notes, subject to proration as set forth in the Offer to Purchase, and (b) accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Tender and Solicitation Settlement Date. The Company hereby accepts Notes validly tendered subject to the Amended Maximum Tender Amount (i.e., U.S.$80 million) for purchase in the Offer. Tendered Notes will be subject to proration, with the proration factor having been calculated by the Company as detailed in the table below, based on the aggregate principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline. For the avoidance of doubt, all Notes tendered at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Original Early Tender Date and Consent Deadline, which occurred at 5:00 p.m., New York City time, on May 23, 2025. Subject to the Amended Maximum Tender Amount, if the principal amount of Notes, after applying proration, results in (i) an acceptance of Notes in a principal amount of less than U.S.$200,000 and/or (ii) Notes in a principal amount of less than U.S.$200,000 being returned to the applicable Holder, the Company will accept the relevant electronic tender instruction in full. Settlement of the Amended Tender Consideration for the Notes validly tendered (and not validly withdrawn), up to the Amended Maximum Tender Amount, and of the Amended Consent Payment for the Consents validly delivered (and not validly revoked), at or prior to the Extended Early Tender Date and Consent Deadline, is expected to occur on June 11, 2025 (the "Tender and Solicitation Settlement Date"). All Notes validly tendered but not accepted as a result of proration or otherwise will be rejected and returned to relevant Holders on the Tender and Solicitation Settlement Date. The Offer and the Solicitation are made by, and pursuant to the terms of, the Offer to Purchase and the information in this announcement is qualified by reference to the Offer to Purchase. Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the " Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the " Information and Tender Agent"). Requests for documentation should be directed to the Information and Tender Agent at the offer website: Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Solicitation was made, and the Offer is being made, only pursuant to the Offer to Purchase. Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the " Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. As a result of the holdings of the Catalyst Funds, the Offer and the Solicitation are "related party transactions" of the Company as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators (" MI 61-101"). The Offer and the Solicitation are exempt from the valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, respectively. The material change report dated May 15, 2025 filed by the Company in connection with the Offer and the Solicitation contains additional disclosure required under MI 61-101. The Company holds U.S.$6 million principal amount of the Notes. The Notes held by the Company are not subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds are not considered Outstanding (as defined in the Indenture) for purposes of calculating the Requisite Consents to the Proposed Amendments. About Frontera: Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner. Cautionary Note Concerning Forward-Looking Statements This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and the Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Yahoo
10-06-2025
- Business
- Yahoo
FRONTERA ENERGY CORPORATION ANNOUNCES TENDER OFFER RESULTS AND RECEIPT OF REQUISITE CONSENTS UNDER THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
CUSIP 35905B AC1 (144A) / C35898 AB8 (Reg S) ISIN: US35905BAC19 (144A) / USC35898AB82 (Reg S) TORONTO, June 10, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the "Company" or "Frontera") announces the results of the Company's previously announced cash tender offer (the "Offer") and concurrent consent solicitation (the "Solicitation") of its outstanding 7.875% Senior Notes due 2028 (the "Notes"), in each case, made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (as amended prior to the date hereof, the "Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase. Orlando Cabrales, Chief Executive Officer (CEO), Frontera, commented: "I am pleased to announce that the Company has received (i) the requisite consents to implement the proposed amendments to the terms of the Notes and (ii) validly delivered tenders in excess of the maximum tender amount set forth in the Offer. The successful completion of this transaction is an important step for the Company as it modernizes its covenant package to meet today's market needs. The transaction also reduces the Company's Notes by U.S.$80 million (or over 20%) 3 years before maturity, highlighting the Company's commitment to its bondholders. The Company's Board and Management believe that to succeed in the current macro-economic landscape, companies must take decisive and strategic actions to maintain operational and financial flexibility, deliver long-term business and reserve growth, including through inorganic opportunities, and reduce financial leverage to ensure long-term sustainability. These results are proof of Frontera's strategic focus on delivering meaningful bondholder and investor value initiatives. The Company will continue to consider similar investor-focused initiatives in 2025 and beyond." As of 5:00 p.m., New York City time, on June 9, 2025 (the "Extended Early Tender Date and Consent Deadline") which was also the Expiration Time, the Company had received, without duplication, (i) validly delivered tenders from Holders representing U.S.$134,169,000 in aggregate principal amount of Notes Outstanding (as defined in the Indenture) and (ii) validly delivered Consents from Holders (including Consents delivered without tenders) representing U.S.$194,448,000 (i.e. 50.38%) in aggregate principal amount of Notes Outstanding (as defined in the Indenture). Therefore, the Company has obtained the Requisite Consents to the Proposed Amendments under the Indenture governing the Notes and will proceed, on the Tender and Solicitation Settlement Date (as defined below), to (a) execute the Supplemental Indenture incorporating the Proposed Amendments and (b) pay to consenting Holders the Amended Consent Payment (consisting of U.S.$8 million to be divided pro rata among all tendering and consenting Holders, which is equal to U.S.$41.14 per U.S.$1,000 principal amount of Notes). Holders who validly delivered their Consents at or prior to the Extended Early Tender Date and Consent Deadline are eligible to receive the Amended Consent Payment with respect to their consented Notes. Holders who validly tendered their Notes at or prior to the Extended Early Tender Date and Consent Deadline, and whose Notes are accepted for purchase pursuant to the Offer, are eligible to receive (a) both the Amended Tender Consideration (equal to U.S.$720 per U.S.$1,000 principal amount of Notes tendered and accepted for purchase, subject to the proration factor as detailed in the table below) and the Amended Consent Payment (equal to U.S.$41.14 per U.S.$1,000 principal amount of Notes for which a Consent was submitted, without applying the proration factor) with respect to their Notes, subject to proration as set forth in the Offer to Purchase, and (b) accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Tender and Solicitation Settlement Date. The Company hereby accepts Notes validly tendered subject to the Amended Maximum Tender Amount (i.e., U.S.$80 million) for purchase in the Offer. Tendered Notes will be subject to proration, with the proration factor having been calculated by the Company as detailed in the table below, based on the aggregate principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline. For the avoidance of doubt, all Notes tendered at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Original Early Tender Date and Consent Deadline, which occurred at 5:00 p.m., New York City time, on May 23, 2025. Notes CUSIP/ISIN NumbersAggregate Principal Amount Tendered Maximum Tender Amount Proration Factor 7.875% Senior Notes due 2028 CUSIP: 35905B AC1 (144A) / C35898 AB8 (Reg S) ISIN: US35905BAC19 (144A) / USC35898AB82 (Reg S)US$134,169,000 US$80,000,000 55.633 % Subject to the Amended Maximum Tender Amount, if the principal amount of Notes, after applying proration, results in (i) an acceptance of Notes in a principal amount of less than U.S.$200,000 and/or (ii) Notes in a principal amount of less than U.S.$200,000 being returned to the applicable Holder, the Company will accept the relevant electronic tender instruction in full. Settlement of the Amended Tender Consideration for the Notes validly tendered (and not validly withdrawn), up to the Amended Maximum Tender Amount, and of the Amended Consent Payment for the Consents validly delivered (and not validly revoked), at or prior to the Extended Early Tender Date and Consent Deadline, is expected to occur on June 11, 2025 (the "Tender and Solicitation Settlement Date"). All Notes validly tendered but not accepted as a result of proration or otherwise will be rejected and returned to relevant Holders on the Tender and Solicitation Settlement Date. The Offer and the Solicitation are made by, and pursuant to the terms of, the Offer to Purchase and the information in this announcement is qualified by reference to the Offer to Purchase. Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the "Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the "Information and Tender Agent"). Requests for documentation should be directed to the Information and Tender Agent at the offer website: Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Solicitation was made, and the Offer is being made, only pursuant to the Offer to Purchase. Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the "Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. As a result of the holdings of the Catalyst Funds, the Offer and the Solicitation are "related party transactions" of the Company as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators ("MI 61-101"). The Offer and the Solicitation are exempt from the valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, respectively. The material change report dated May 15, 2025 filed by the Company in connection with the Offer and the Solicitation contains additional disclosure required under MI 61-101. The Company holds U.S.$6 million principal amount of the Notes. The Notes held by the Company are not subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds are not considered Outstanding (as defined in the Indenture) for purposes of calculating the Requisite Consents to the Proposed Amendments. About Frontera: Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner. If you would like to receive News Releases via e-mail as soon as they are published, please subscribe here: Advisories: Cautionary Note Concerning Forward-Looking Statements This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and the Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. View original content: SOURCE Frontera Energy Corporation View original content:
Yahoo
22-05-2025
- Business
- Yahoo
Frontera Announces Terms of CAD$91 Million (US$65 Million) Substantial Issuer Bid
Offer Results in a CAD$1.18 Per Share Distribution or 24.9% Yield (to Frontera's Share Price Prior to the Offer's Announcement) Assuming Full and Pro-Rata Shareholder Participation Approximately US$144 Million Returned to Shareholders in Last Twelve Months, Including Successful Completion of this Substantial Issuer Bid Frontera May Consider Additional Strategic Initiatives or Transactions in the Future CALGARY, AB, May 21, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) ("Frontera" or the "Company") announces that its board of directors (the "Board") has approved the commencement of a substantial issuer bid (the "Offer") pursuant to which the Company will offer to purchase from holders ("Shareholders") of common shares of the Company (the "Shares") up to 7,583,333 Shares for cancellation at a purchase price of CAD$12.00 per Share (the "Purchase Price"), for an aggregate purchase price not exceeding CAD$91,000,000 (equivalent to US$65,000,000). Orlando Cabrales, Chief Executive Officer (CEO), Frontera, commented: "With the successful ODL pipeline recapitalization now complete, Frontera is following through on its commitment to return significant value to its stakeholders by distributing CAD$91 million via this share buyback and up to an additional US$65 million via the recently announced tender offer and consent solicitation in respect of the Company's 7.875% Senior Secured Notes due 2028. These efforts are consistent with the Company's strategy of unlocking value and returning capital to its stakeholders. Our proposed C$12.00 per share offer is in-line with the fundamental value the Board and management see in the Company and with the value of previous share repurchases. Furthermore, Frontera believes the C$12.00 per share offer through the substantial issuer bid format represents a fair and equitable value available to all of its shareholders. Upon successful completion of the Offer, Frontera will have returned approximately US$144 million of capital to its Shareholders over the last twelve months via substantial issuer bids, declared dividends and share repurchases through the Company's normal course issuer bid program. Frontera will continue to consider similar investor-focused initiatives throughout 2025 and beyond." The Offer is expected to commence on May 29, 2025 and remain open for acceptance until 5:00 p.m. (Eastern time) on July 4, 2025, unless extended, varied or withdrawn by the Company (the "Expiration Date"). Pursuant to the Offer, tendering Shareholders may elect to tender a specified number of Shares. The Company plans to fund the Share repurchases with cash on hand and the funds available to the Company through the recently closed US$220 million non-recourse secured credit facility among the Company's indirect wholly-owned subsidiary, Frontera Pipeline Investment AG, as borrower, FEC ODL Holding Corp., as guarantor, and a syndicate of lenders led by Macquarie Bank Limited. The Offer is denominated in Canadian dollars, and Shareholders may elect to receive payment in either Canadian or United States dollars. Purpose of the Offer As part of its efforts to unlock and maximize value for Shareholders and following successful substantial issuer bids completed in October 2024 and January 2025, the Company has identified this Offer as an attractive and efficient means to return further capital to Shareholders. Upon successful completion of the Offer, the Company will have returned approximately US$144 million of capital to its Shareholders over the last twelve months, including US$30 million from the October 2024 substantial issuer bid, US$30 million from the January 2025 substantial issuer bid, US$14.8 million in declared dividends and US$3.6 million of share repurchases through the Company's normal course issuer bid program. On May 8, 2025, the last full trading day prior to the date of announcement of the Company's intention to make the Offer, the closing price of the Shares on the Toronto Stock Exchange was CAD$4.72 per Share. Assuming full and pro-rata Shareholder participation, the Offer represents a CAD$1.18 per Share distribution equivalent to a 24.9% yield on the Company's stock price prior to the announcement of the Offer as part of the Company's first quarter 2025 results. The year-to-date distribution total to Shareholders, including this Offer and all dividends declared this year would be CAD$1.30 per Share (equivalent to a 27.6% yield). In addition to the Offer and the recently announced tender offer and consent solicitation in respect of the Company's 7.875% Senior Secured Notes due 2028 (the "Tender Offer and Solicitation"), the Board will continue to consider various strategic initiatives and/or transactions including, without limitation, a further return of capital to Shareholders, a merger or consolidation, recapitalization or a business combination, or the transfer, sale or other disposition of all or a significant portion of the business, assets or securities of the Company or of interests in one or more subsidiaries or in assets of the Company, whether in one or a series of transactions. There can be no assurance that any such initiative or transaction will occur or if it occurs, the timing thereof. Following the completion of the Offer, Frontera intends to file with the Toronto Stock Exchange (the "TSX") a notice of intention to commence a normal course issuer bid for its Shares (the "NCIB"). If accepted by the TSX, the Company would be permitted under the NCIB to purchase for cancellation, during a 12-month period, up to the number of Shares equal to the greater of (i) 5% of the Company's issued and outstanding Shares and (ii) 10% of the Company's "public float" (as such term is defined in the TSX Company Manual). Purchase Price Frontera will pay the Purchase Price of CAD$12.00 per Share for each validly deposited Share taken up by the Company up to a maximum of 7,583,333 Shares, for an aggregate Purchase Price not exceeding CAD$91,000,000 (equivalent to US$65,000,000). Each Shareholder who has properly deposited Shares and who has not withdrawn such Shares will receive the Purchase Price, payable in cash (subject to applicable withholding taxes, if any), for all Shares taken up by the Company upon the terms and subject to the conditions of the Offer. If more than 7,583,333 Shares are tendered for purchase, the Company will purchase the Shares on a pro rata basis. In that case, Shares that are tendered but not purchased will be returned to Shareholders. Manner of Tender Pursuant to the terms and subject to the conditions of the Offer, Shareholders wishing to tender to the Offer may do so by making an election to tender a specified number of Shares (representing, in the Shareholders' discretion, all or a portion of the Shareholders' Shares) at the Purchase Price. Additional Information As of May 20, 2025, the Company had 77,295,478 issued and outstanding Shares. The Offer will be for up to approximately 9.81% of the total number of issued and outstanding Shares on a non-diluted basis. The Offer is optional for all Shareholders, who are free to choose whether to participate, and if they participate, how many Shares to tender. Shareholders who do not deposit their Shares (or whose Shares are not purchased under the Offer) will realize a proportionate increase in their equity interest in the Company to the extent that Shares are purchased under the Offer. The terms and conditions of the Offer, including instructions for tendering Shares, will be included in the formal offer to purchase and issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (the "Offer Documents"). On or about May 29, 2025, the Offer Documents will be sent to registered Shareholders, filed with applicable Canadian securities regulatory authorities, and made available without charge on SEDAR+ at In light of a potential Canada Post workers' strike and the potential resulting disruption of mail services, the Company may be unable to mail the Offer Documents to beneficial (non-registered) holders. However, upon resumption of normal mail service following any disruption, the Company intends to arrange for the mailing of the Offer Documents to the beneficial holders. Shareholders can retrieve the Offer Documents on Copies of the Offer Documents may also be obtained upon written or oral request, without charge, to the Company at the Company's head office at 1030, 140 – 4 Avenue SW, Calgary, Alberta, Canada, T2P 3N3 or by email at generalcounsel@ The Offer is not conditional upon any minimum number of Shares being tendered. However, the Offer will be subject to other conditions described in the Offer Documents. Frontera reserves the right, subject to applicable laws, to withdraw, extend or amend the Offer if certain events occur at any time prior to the payment for the tendered Shares. The Catalyst Capital Group Inc. ("Catalyst") and Gramercy Funds Management LLC ("Gramercy" and, together with Catalyst, the "Principal Shareholders") are the beneficial owners of, or exercise control or direction over 31,669,506 and 9,679,128 Shares, respectively, which in the aggregate represents approximately 53.49% of all issued and outstanding Shares. Catalyst and Gramercy have advised the Company that their current intention is to deposit Shares pursuant to the Offer, however, their decision to participate in the Offer is subject to market conditions and other factors. Catalyst and Gramercy reserves the right, without notice and for any or no reason, to change its investment decisions at any time prior to the Expiration Date. In addition, certain directors and officers of the Company have expressed an intention to tender 232,876 Shares to the Offer. The Company has engaged Computershare Investor Services Inc. to act as depositary for the Offer and BMO Nesbitt Burns Inc. to act as financial advisor and dealer manager. Shareholders who have questions regarding the Offer or require any assistance tendering Shares may contact Computershare Investor Services Inc. by telephone at 1-800-564-6253 (North America) or 514-982-7555 (International), or by e-mail at corporateactions@ or BMO Nesbitt Burns Inc. by email at FronteraSIB@ The Offer referred to in this news release has not yet commenced. This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares will only be made pursuant to the Offer Documents to be filed with the applicable Canadian securities regulatory authorities. The Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of offers to sell Shares would not be in compliance with the laws of that jurisdiction. None of Frontera, its Board or the depositary makes any recommendation to Shareholders as to whether to tender or refrain from tendering any or all of their Shares pursuant to the Offer. Shareholders are strongly urged to read the Offer Documents carefully and consult with their financial, tax and legal advisors prior to making any decision with respect to the Offer. About Frontera Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including related investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets with interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and pipeline and port facilities in Colombia. Frontera is committed to conducting business safely and in a socially, environmentally and ethically responsible manner. If you would like to receive News Releases via e-mail as soon as they are published, please subscribe here: Forward-Looking Statements This news release contains forward-looking information or forward-looking statements (collectively, "forward-looking statements") within the meaning of applicable securities laws, including statements as to the Company's current intentions regarding commencement of the Offer, the timing, terms and conditions of the Offer, the participation of the Principal Shareholders and certain directors and officers, the number of Shares to be purchased and the amount of capital returned to Shareholders under the Offer, the continued consideration of strategic initiatives or transactions in addition to the Offer and the Tender Offer and Solicitation, the Company's intention to initiate the NCIB subsequent to completion of the Offer, delivery of the Offer Documents and the timing thereof, and the Company's intention to mail the Offer Documents to beneficial holders upon resumption of normal mail service. Any such forward-looking statements are based on information currently available to us and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends and current market and other conditions. Readers should also refer to the risk factors set forth in the Company's annual information form dated March 10, 2025 and the management's discussion and analysis for the three months ended March 31, 2025, each available on SEDAR+ at There can be no assurance that the plans, intentions, or expectations upon which forward-looking statements are based will be realized. Actual results may differ, and the difference may be material and adverse to the Company and its Shareholders. Social Media Follow Frontera's social media channels at the following links: Twitter: Facebook: LinkedIn: View original content: SOURCE Frontera Energy Corporation View original content: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
22-05-2025
- Business
- Yahoo
Frontera Announces Terms of CAD$91 Million (US$65 Million) Substantial Issuer Bid
Offer Results in a CAD$1.18 Per Share Distribution or 24.9% Yield (to Frontera's Share Price Prior to the Offer's Announcement) Assuming Full and Pro-Rata Shareholder Participation Approximately US$144 Million Returned to Shareholders in Last Twelve Months, Including Successful Completion of this Substantial Issuer Bid Frontera May Consider Additional Strategic Initiatives or Transactions in the Future CALGARY, AB, May 21, 2025 /PRNewswire/ - Frontera Energy Corporation (TSX: FEC) ("Frontera" or the "Company") announces that its board of directors (the "Board") has approved the commencement of a substantial issuer bid (the "Offer") pursuant to which the Company will offer to purchase from holders ("Shareholders") of common shares of the Company (the "Shares") up to 7,583,333 Shares for cancellation at a purchase price of CAD$12.00 per Share (the "Purchase Price"), for an aggregate purchase price not exceeding CAD$91,000,000 (equivalent to US$65,000,000). Orlando Cabrales, Chief Executive Officer (CEO), Frontera, commented: "With the successful ODL pipeline recapitalization now complete, Frontera is following through on its commitment to return significant value to its stakeholders by distributing CAD$91 million via this share buyback and up to an additional US$65 million via the recently announced tender offer and consent solicitation in respect of the Company's 7.875% Senior Secured Notes due 2028. These efforts are consistent with the Company's strategy of unlocking value and returning capital to its stakeholders. Our proposed C$12.00 per share offer is in-line with the fundamental value the Board and management see in the Company and with the value of previous share repurchases. Furthermore, Frontera believes the C$12.00 per share offer through the substantial issuer bid format represents a fair and equitable value available to all of its shareholders. Upon successful completion of the Offer, Frontera will have returned approximately US$144 million of capital to its Shareholders over the last twelve months via substantial issuer bids, declared dividends and share repurchases through the Company's normal course issuer bid program. Frontera will continue to consider similar investor-focused initiatives throughout 2025 and beyond." The Offer is expected to commence on May 29, 2025 and remain open for acceptance until 5:00 p.m. (Eastern time) on July 4, 2025, unless extended, varied or withdrawn by the Company (the "Expiration Date"). Pursuant to the Offer, tendering Shareholders may elect to tender a specified number of Shares. The Company plans to fund the Share repurchases with cash on hand and the funds available to the Company through the recently closed US$220 million non-recourse secured credit facility among the Company's indirect wholly-owned subsidiary, Frontera Pipeline Investment AG, as borrower, FEC ODL Holding Corp., as guarantor, and a syndicate of lenders led by Macquarie Bank Limited. The Offer is denominated in Canadian dollars, and Shareholders may elect to receive payment in either Canadian or United States dollars. Purpose of the Offer As part of its efforts to unlock and maximize value for Shareholders and following successful substantial issuer bids completed in October 2024 and January 2025, the Company has identified this Offer as an attractive and efficient means to return further capital to Shareholders. Upon successful completion of the Offer, the Company will have returned approximately US$144 million of capital to its Shareholders over the last twelve months, including US$30 million from the October 2024 substantial issuer bid, US$30 million from the January 2025 substantial issuer bid, US$14.8 million in declared dividends and US$3.6 million of share repurchases through the Company's normal course issuer bid program. On May 8, 2025, the last full trading day prior to the date of announcement of the Company's intention to make the Offer, the closing price of the Shares on the Toronto Stock Exchange was CAD$4.72 per Share. Assuming full and pro-rata Shareholder participation, the Offer represents a CAD$1.18 per Share distribution equivalent to a 24.9% yield on the Company's stock price prior to the announcement of the Offer as part of the Company's first quarter 2025 results. The year-to-date distribution total to Shareholders, including this Offer and all dividends declared this year would be CAD$1.30 per Share (equivalent to a 27.6% yield). In addition to the Offer and the recently announced tender offer and consent solicitation in respect of the Company's 7.875% Senior Secured Notes due 2028 (the "Tender Offer and Solicitation"), the Board will continue to consider various strategic initiatives and/or transactions including, without limitation, a further return of capital to Shareholders, a merger or consolidation, recapitalization or a business combination, or the transfer, sale or other disposition of all or a significant portion of the business, assets or securities of the Company or of interests in one or more subsidiaries or in assets of the Company, whether in one or a series of transactions. There can be no assurance that any such initiative or transaction will occur or if it occurs, the timing thereof. Following the completion of the Offer, Frontera intends to file with the Toronto Stock Exchange (the "TSX") a notice of intention to commence a normal course issuer bid for its Shares (the "NCIB"). If accepted by the TSX, the Company would be permitted under the NCIB to purchase for cancellation, during a 12-month period, up to the number of Shares equal to the greater of (i) 5% of the Company's issued and outstanding Shares and (ii) 10% of the Company's "public float" (as such term is defined in the TSX Company Manual). Purchase Price Frontera will pay the Purchase Price of CAD$12.00 per Share for each validly deposited Share taken up by the Company up to a maximum of 7,583,333 Shares, for an aggregate Purchase Price not exceeding CAD$91,000,000 (equivalent to US$65,000,000). Each Shareholder who has properly deposited Shares and who has not withdrawn such Shares will receive the Purchase Price, payable in cash (subject to applicable withholding taxes, if any), for all Shares taken up by the Company upon the terms and subject to the conditions of the Offer. If more than 7,583,333 Shares are tendered for purchase, the Company will purchase the Shares on a pro rata basis. In that case, Shares that are tendered but not purchased will be returned to Shareholders. Manner of Tender Pursuant to the terms and subject to the conditions of the Offer, Shareholders wishing to tender to the Offer may do so by making an election to tender a specified number of Shares (representing, in the Shareholders' discretion, all or a portion of the Shareholders' Shares) at the Purchase Price. Additional Information As of May 20, 2025, the Company had 77,295,478 issued and outstanding Shares. The Offer will be for up to approximately 9.81% of the total number of issued and outstanding Shares on a non-diluted basis. The Offer is optional for all Shareholders, who are free to choose whether to participate, and if they participate, how many Shares to tender. Shareholders who do not deposit their Shares (or whose Shares are not purchased under the Offer) will realize a proportionate increase in their equity interest in the Company to the extent that Shares are purchased under the Offer. The terms and conditions of the Offer, including instructions for tendering Shares, will be included in the formal offer to purchase and issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (the "Offer Documents"). On or about May 29, 2025, the Offer Documents will be sent to registered Shareholders, filed with applicable Canadian securities regulatory authorities, and made available without charge on SEDAR+ at In light of a potential Canada Post workers' strike and the potential resulting disruption of mail services, the Company may be unable to mail the Offer Documents to beneficial (non-registered) holders. However, upon resumption of normal mail service following any disruption, the Company intends to arrange for the mailing of the Offer Documents to the beneficial holders. Shareholders can retrieve the Offer Documents on Copies of the Offer Documents may also be obtained upon written or oral request, without charge, to the Company at the Company's head office at 1030, 140 – 4 Avenue SW, Calgary, Alberta, Canada, T2P 3N3 or by email at generalcounsel@ The Offer is not conditional upon any minimum number of Shares being tendered. However, the Offer will be subject to other conditions described in the Offer Documents. Frontera reserves the right, subject to applicable laws, to withdraw, extend or amend the Offer if certain events occur at any time prior to the payment for the tendered Shares. The Catalyst Capital Group Inc. ("Catalyst") and Gramercy Funds Management LLC ("Gramercy" and, together with Catalyst, the "Principal Shareholders") are the beneficial owners of, or exercise control or direction over 31,669,506 and 9,679,128 Shares, respectively, which in the aggregate represents approximately 53.49% of all issued and outstanding Shares. Catalyst and Gramercy have advised the Company that their current intention is to deposit Shares pursuant to the Offer, however, their decision to participate in the Offer is subject to market conditions and other factors. Catalyst and Gramercy reserves the right, without notice and for any or no reason, to change its investment decisions at any time prior to the Expiration Date. In addition, certain directors and officers of the Company have expressed an intention to tender 232,876 Shares to the Offer. The Company has engaged Computershare Investor Services Inc. to act as depositary for the Offer and BMO Nesbitt Burns Inc. to act as financial advisor and dealer manager. Shareholders who have questions regarding the Offer or require any assistance tendering Shares may contact Computershare Investor Services Inc. by telephone at 1-800-564-6253 (North America) or 514-982-7555 (International), or by e-mail at corporateactions@ or BMO Nesbitt Burns Inc. by email at FronteraSIB@ The Offer referred to in this news release has not yet commenced. This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares will only be made pursuant to the Offer Documents to be filed with the applicable Canadian securities regulatory authorities. The Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of offers to sell Shares would not be in compliance with the laws of that jurisdiction. None of Frontera, its Board or the depositary makes any recommendation to Shareholders as to whether to tender or refrain from tendering any or all of their Shares pursuant to the Offer. Shareholders are strongly urged to read the Offer Documents carefully and consult with their financial, tax and legal advisors prior to making any decision with respect to the Offer. About Frontera Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including related investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets with interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and pipeline and port facilities in Colombia. Frontera is committed to conducting business safely and in a socially, environmentally and ethically responsible manner. If you would like to receive News Releases via e-mail as soon as they are published, please subscribe here: Forward-Looking Statements This news release contains forward-looking information or forward-looking statements (collectively, "forward-looking statements") within the meaning of applicable securities laws, including statements as to the Company's current intentions regarding commencement of the Offer, the timing, terms and conditions of the Offer, the participation of the Principal Shareholders and certain directors and officers, the number of Shares to be purchased and the amount of capital returned to Shareholders under the Offer, the continued consideration of strategic initiatives or transactions in addition to the Offer and the Tender Offer and Solicitation, the Company's intention to initiate the NCIB subsequent to completion of the Offer, delivery of the Offer Documents and the timing thereof, and the Company's intention to mail the Offer Documents to beneficial holders upon resumption of normal mail service. Any such forward-looking statements are based on information currently available to us and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends and current market and other conditions. Readers should also refer to the risk factors set forth in the Company's annual information form dated March 10, 2025 and the management's discussion and analysis for the three months ended March 31, 2025, each available on SEDAR+ at There can be no assurance that the plans, intentions, or expectations upon which forward-looking statements are based will be realized. Actual results may differ, and the difference may be material and adverse to the Company and its Shareholders. Social Media Follow Frontera's social media channels at the following links: Twitter: Facebook: LinkedIn: View original content: SOURCE Frontera Energy Corporation
Cision Canada
22-05-2025
- Business
- Cision Canada
Frontera Announces Terms of CAD$91 Million (US$65 Million) Substantial Issuer Bid
Offer Results in a CAD$1.18 Per Share Distribution or 24.9% Yield (to Frontera's Share Price Prior to the Offer's Announcement) Assuming Full and Pro-Rata Shareholder Participation Approximately US$144 Million Returned to Shareholders in Last Twelve Months, Including Successful Completion of this Substantial Issuer Bid CALGARY, AB, May 21, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (" Frontera" or the " Company") announces that its board of directors (the " Board") has approved the commencement of a substantial issuer bid (the " Offer") pursuant to which the Company will offer to purchase from holders (" Shareholders") of common shares of the Company (the " Shares") up to 7,583,333 Shares for cancellation at a purchase price of CAD$12.00 per Share (the " Purchase Price"), for an aggregate purchase price not exceeding CAD$91,000,000 (equivalent to US$65,000,000). Orlando Cabrales, Chief Executive Officer (CEO), Frontera, commented: "With the successful ODL pipeline recapitalization now complete, Frontera is following through on its commitment to return significant value to its stakeholders by distributing CAD$91 million via this share buyback and up to an additional US$65 million via the recently announced tender offer and consent solicitation in respect of the Company's 7.875% Senior Secured Notes due 2028. These efforts are consistent with the Company's strategy of unlocking value and returning capital to its stakeholders. Our proposed C$12.00 per share offer is in-line with the fundamental value the Board and management see in the Company and with the value of previous share repurchases. Furthermore, Frontera believes the C$12.00 per share offer through the substantial issuer bid format represents a fair and equitable value available to all of its shareholders. Upon successful completion of the Offer, Frontera will have returned approximately US$144 million of capital to its Shareholders over the last twelve months via substantial issuer bids, declared dividends and share repurchases through the Company's normal course issuer bid program. Frontera will continue to consider similar investor-focused initiatives throughout 2025 and beyond." The Offer is expected to commence on May 29, 2025 and remain open for acceptance until 5:00 p.m. (Eastern time) on July 4, 2025, unless extended, varied or withdrawn by the Company (the " Expiration Date"). Pursuant to the Offer, tendering Shareholders may elect to tender a specified number of Shares. The Company plans to fund the Share repurchases with cash on hand and the funds available to the Company through the recently closed US$220 million non-recourse secured credit facility among the Company's indirect wholly-owned subsidiary, Frontera Pipeline Investment AG, as borrower, FEC ODL Holding Corp., as guarantor, and a syndicate of lenders led by Macquarie Bank Limited. The Offer is denominated in Canadian dollars, and Shareholders may elect to receive payment in either Canadian or United States dollars. Purpose of the Offer As part of its efforts to unlock and maximize value for Shareholders and following successful substantial issuer bids completed in October 2024 and January 2025, the Company has identified this Offer as an attractive and efficient means to return further capital to Shareholders. Upon successful completion of the Offer, the Company will have returned approximately US$144 million of capital to its Shareholders over the last twelve months, including US$30 million from the October 2024 substantial issuer bid, US$30 million from the January 2025 substantial issuer bid, US$14.8 million in declared dividends and US$3.6 million of share repurchases through the Company's normal course issuer bid program. On May 8, 2025, the last full trading day prior to the date of announcement of the Company's intention to make the Offer, the closing price of the Shares on the Toronto Stock Exchange was CAD$4.72 per Share. Assuming full and pro-rata Shareholder participation, the Offer represents a CAD$1.18 per Share distribution equivalent to a 24.9% yield on the Company's stock price prior to the announcement of the Offer as part of the Company's first quarter 2025 results. The year-to-date distribution total to Shareholders, including this Offer and all dividends declared this year would be CAD$1.30 per Share (equivalent to a 27.6% yield). In addition to the Offer and the recently announced tender offer and consent solicitation in respect of the Company's 7.875% Senior Secured Notes due 2028 (the " Tender Offer and Solicitation"), the Board will continue to consider various strategic initiatives and/or transactions including, without limitation, a further return of capital to Shareholders, a merger or consolidation, recapitalization or a business combination, or the transfer, sale or other disposition of all or a significant portion of the business, assets or securities of the Company or of interests in one or more subsidiaries or in assets of the Company, whether in one or a series of transactions. There can be no assurance that any such initiative or transaction will occur or if it occurs, the timing thereof. Following the completion of the Offer, Frontera intends to file with the Toronto Stock Exchange (the " TSX") a notice of intention to commence a normal course issuer bid for its Shares (the " NCIB"). If accepted by the TSX, the Company would be permitted under the NCIB to purchase for cancellation, during a 12-month period, up to the number of Shares equal to the greater of (i) 5% of the Company's issued and outstanding Shares and (ii) 10% of the Company's "public float" (as such term is defined in the TSX Company Manual). Purchase Price Frontera will pay the Purchase Price of CAD$12.00 per Share for each validly deposited Share taken up by the Company up to a maximum of 7,583,333 Shares, for an aggregate Purchase Price not exceeding CAD$91,000,000 (equivalent to US$65,000,000). Each Shareholder who has properly deposited Shares and who has not withdrawn such Shares will receive the Purchase Price, payable in cash (subject to applicable withholding taxes, if any), for all Shares taken up by the Company upon the terms and subject to the conditions of the Offer. If more than 7,583,333 Shares are tendered for purchase, the Company will purchase the Shares on a pro rata basis. In that case, Shares that are tendered but not purchased will be returned to Shareholders. Manner of Tender Pursuant to the terms and subject to the conditions of the Offer, Shareholders wishing to tender to the Offer may do so by making an election to tender a specified number of Shares (representing, in the Shareholders' discretion, all or a portion of the Shareholders' Shares) at the Purchase Price. Additional Information As of May 20, 2025, the Company had 77,295,478 issued and outstanding Shares. The Offer will be for up to approximately 9.81% of the total number of issued and outstanding Shares on a non-diluted basis. The Offer is optional for all Shareholders, who are free to choose whether to participate, and if they participate, how many Shares to tender. Shareholders who do not deposit their Shares (or whose Shares are not purchased under the Offer) will realize a proportionate increase in their equity interest in the Company to the extent that Shares are purchased under the Offer. The terms and conditions of the Offer, including instructions for tendering Shares, will be included in the formal offer to purchase and issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (the " Offer Documents"). On or about May 29, 2025, the Offer Documents will be sent to registered Shareholders, filed with applicable Canadian securities regulatory authorities, and made available without charge on SEDAR+ at In light of a potential Canada Post workers' strike and the potential resulting disruption of mail services, the Company may be unable to mail the Offer Documents to beneficial (non-registered) holders. However, upon resumption of normal mail service following any disruption, the Company intends to arrange for the mailing of the Offer Documents to the beneficial holders. Shareholders can retrieve the Offer Documents on Copies of the Offer Documents may also be obtained upon written or oral request, without charge, to the Company at the Company's head office at 1030, 140 – 4 Avenue SW, Calgary, Alberta, Canada, T2P 3N3 or by email at [email protected]. The Offer is not conditional upon any minimum number of Shares being tendered. However, the Offer will be subject to other conditions described in the Offer Documents. Frontera reserves the right, subject to applicable laws, to withdraw, extend or amend the Offer if certain events occur at any time prior to the payment for the tendered Shares. The Catalyst Capital Group Inc. (" Catalyst") and Gramercy Funds Management LLC (" Gramercy" and, together with Catalyst, the " Principal Shareholders") are the beneficial owners of, or exercise control or direction over 31,669,506 and 9,679,128 Shares, respectively, which in the aggregate represents approximately 53.49% of all issued and outstanding Shares. Catalyst and Gramercy have advised the Company that their current intention is to deposit Shares pursuant to the Offer, however, their decision to participate in the Offer is subject to market conditions and other factors. Catalyst and Gramercy reserves the right, without notice and for any or no reason, to change its investment decisions at any time prior to the Expiration Date. In addition, certain directors and officers of the Company have expressed an intention to tender 232,876 Shares to the Offer. The Company has engaged Computershare Investor Services Inc. to act as depositary for the Offer and BMO Nesbitt Burns Inc. to act as financial advisor and dealer manager. Shareholders who have questions regarding the Offer or require any assistance tendering Shares may contact Computershare Investor Services Inc. by telephone at 1-800-564-6253 (North America) or 514-982-7555 (International), or by e-mail at [email protected], or BMO Nesbitt Burns Inc. by email at [email protected]. The Offer referred to in this news release has not yet commenced. This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares will only be made pursuant to the Offer Documents to be filed with the applicable Canadian securities regulatory authorities. The Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of offers to sell Shares would not be in compliance with the laws of that jurisdiction. None of Frontera, its Board or the depositary makes any recommendation to Shareholders as to whether to tender or refrain from tendering any or all of their Shares pursuant to the Offer. Shareholders are strongly urged to read the Offer Documents carefully and consult with their financial, tax and legal advisors prior to making any decision with respect to the Offer. About Frontera Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including related investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets with interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and pipeline and port facilities in Colombia. Frontera is committed to conducting business safely and in a socially, environmentally and ethically responsible manner. Forward-Looking Statements This news release contains forward-looking information or forward-looking statements (collectively, "forward-looking statements") within the meaning of applicable securities laws, including statements as to the Company's current intentions regarding commencement of the Offer, the timing, terms and conditions of the Offer, the participation of the Principal Shareholders and certain directors and officers, the number of Shares to be purchased and the amount of capital returned to Shareholders under the Offer, the continued consideration of strategic initiatives or transactions in addition to the Offer and the Tender Offer and Solicitation, the Company's intention to initiate the NCIB subsequent to completion of the Offer, delivery of the Offer Documents and the timing thereof, and the Company's intention to mail the Offer Documents to beneficial holders upon resumption of normal mail service. Any such forward-looking statements are based on information currently available to us and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends and current market and other conditions. Readers should also refer to the risk factors set forth in the Company's annual information form dated March 10, 2025 and the management's discussion and analysis for the three months ended March 31, 2025, each available on SEDAR+ at There can be no assurance that the plans, intentions, or expectations upon which forward-looking statements are based will be realized. Actual results may differ, and the difference may be material and adverse to the Company and its Shareholders.
