(Frontera, 25.Sep.2024) — Frontera Energy Corporation will amend its previously announced substantial issuer bid (the “Offer”) to remove the preferential acceptance of “odd lot” tenders, which are tenders from holders (“Shareholders”) of common shares of the company (the “Shares”) who beneficially own fewer than 100 Shares. There will be no additional changes to the terms or timing of the Offer.
The Offer will remain subject to the terms and conditions set forth in the offer to purchase and issuer bid circular (the “Issuer Bid Circular”) dated 11 Sep. 2024, as amended by a notice of variation to be dated and mailed to shareholders on or about 27 Sep. 2024 (the “Notice of Variation”). The Company continues to offer to purchase from Shareholders up to 3,375,000 Shares for cancellation at a purchase price of CAD$12.00 per Share. The Offer remains open for acceptance until 5:00 p.m. (Eastern Time) on 17 Oct. 2024, unless the Offer is extended, withdrawn or varied by the company.
The amendment will ensure that all Shareholders are treated equally under the Offer regardless of the number of Shares held. Prior to the amendment, if more than 3,375,000 Shares were tendered for purchase through the Offer, the tendered Shares would be purchased on a pro rata basis according to the number of Shares tendered by the tendering Shareholders, except that tenders by Shareholders who own “odd lots” would not be subject to proration. The company intends to remove this preference and therefore all tenders will be subject to proration if more than 3,375,000 Shares are tendered.
If a Shareholder has previously made an “odd lot” tender (an “Odd Lot Tendering Shareholder”), such tender is no longer valid, and the Odd Lot Tendering Shareholder will be required to properly retender their Shares to accept the Offer. Any and all “odd lot” tenders will be deemed to be withdrawn, and Odd Lot Tendering Shareholders must take additional steps if they wish to participate in the Offer.
Registered Odd Lot Tendering Shareholders who had previously submitted a letter of transmittal (in its previous form) (the “Original Letter of Transmittal”) with their share certificate who wish to tender their Shares will be required to submit an amended letter of transmittal that will accompany the Notice of Variation (the “Amended Letter of Transmittal”) to the depositary, which for the purpose of the Offer, will be deemed to be submitted with the share certificate currently held by the depositary. Odd Lot Tendering Shareholders who previously submitted a notice of guaranteed delivery (in its previous form) (the “Original Notice of Guaranteed Delivery”) will be required to submit an amended notice of guaranteed delivery that will accompany the Notice of Variation (the “Amended Notice of Guaranteed Delivery”).
Shareholders who are not Odd Lot Tendering Shareholders may use either the current letter of transmittal or notice of guaranteed delivery or the amended forms that will accompany the Notice of Variation.
For more information about the Offer, please see the company’s 4 Sep. 2024 press release. The terms and conditions of the Offer, including instructions for tendering Shares, have been included in the Issuer Bid Circular, Original Letter of Transmittal and Original Notice of Guaranteed Delivery (which have been filed on SEDAR+ at www.sedarplus.ca), as amended by the Notice of Variation, Amended Letter of Transmittal and Amended Notice of Guaranteed Delivery (which will be filed on SEDAR+ at www.sedarplus.ca on or about 27 Sep. 2024).
The company will mail the Notice of Variation to all Shareholders to whom the Offer materials were required to be sent on or about 27 Sep. 2024.
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