Frontera Announces Normal Course Issuer Bid

(Frontera, 15.Mar.2021) — Frontera Energy Corporation announces that the Toronto Stock Exchange (TSX) has accepted its notice to initiate a normal course issuer bid (the “NCIB”) for its common shares.

Pursuant to the NCIB, Frontera may purchase up to 5,197,612 common shares during the twelve-month period commencing 17 March 2021 and ending 16 March 2022, representing approximately 10% of the company’s “public float” (as calculated in accordance with the TSX rules) as at 11 March 2021. As at 11 March 2021, there were 97,466,224 Common shares issued and outstanding of which 51,976,116 constitute the “public float”, calculated in accordance with the rules of the TSX. There are no persons acting jointly or in concert with the company in respect of the NCIB.

The average daily trading volume of Frontera’s common shares was 263,551 common shares over the period between 1 September 2020 and February 26, 2021. Consequently, daily purchases through the facilities of the TSX will be limited to 65,887 common shares, other than block purchase exceptions.

Frontera believes that, from time to time, the market price of its common shares may not fully reflect the underlying value of its business, future prospects and financial position. In such circumstances, Frontera may purchase for cancellation outstanding common shares, thereby benefitting all shareholders by increasing the underlying value of the remaining common shares.

In connection with its NCIB, Frontera has entered into an automatic share purchase plan with its designated broker, BMO Nesbitt Burns Inc., to facilitate the purchase of common shares under the NCIB. The Plan allows for purchases by the company of its common shares at any time, including, without limitation, when the company would ordinarily not be permitted to make purchases due to regulatory restriction or self-imposed blackout periods. Purchases will be made by BMO based upon the parameters prescribed by the TSX and the terms of the parties’ written agreement. The Plan has been pre-cleared by the TSX and will be implemented at the time the NCIB commences.

Purchases subject to the NCIB will be carried out pursuant to open market transactions through the facilities of the TSX or alternative trading systems, if eligible, by BMO on behalf of Frontera in accordance with the Plan and applicable regulatory requirements. The price to be paid by Frontera for any common share will be the market price at the time of acquisition, plus brokerage fees, or such other price as the TSX may permit. All common shares purchased by Frontera under the NCIB will be returned to treasury and cancelled.

The Indenture, dated as of 25 June 2018, as amended, pursuant to which $350mn aggregate principal amount of 9.70% senior notes of the company due 2023 were issued (the “Indenture”), imposes certain restrictions on the company’s ability to repurchase its common shares. However, based on other provisions of the Indenture, the company is not currently restricted from completing the purchases under the NCIB.

Under its normal course issuer bid that expired on October 17, 2020, Frontera was authorized to repurchase for cancellation 6,532,400 common shares and Frontera purchased for cancellation 2,941,128 common shares between 18 October 2019 and 17 October 2020 at a volume weighted average price of $9.788 per share, excluding brokerage fees. Purchases were made on the open market.

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