CALGARY, AB (By Frontera, 2.Apr.2026, Words: 838) — Frontera Energy Corporation filed its management information circular (the “Arrangement Circular“) in connection with Frontera’s upcoming special meeting (the “Special Meeting“) of the holders (the “Shareholders“) of Frontera’s common shares (the “Shares“) to be held on 30 Apr. 2026 at 10:00 a.m. (Eastern time), which will be followed by the 2026 annual general meeting at 11:00 a.m. (Eastern time) on the same day (the “Annual Meeting“, and together with the Special Meeting, the “Meetings“).
The company also announced that on 27 Mar. 2026, the Supreme Court of British Columbia (the “Court“) granted an interim order in respect of the Arrangement (as defined below), authorizing the calling and holding of the Special Meeting and certain other matters related to the Special Meeting (the “Interim Order“).
The Arrangement Circular is available under Frontera’s profile on SEDAR+ (www.sedarplus.ca) as well as on Frontera’s website at https://www.fronteraenergy.ca/en/investors/agm/. A copy of the Interim Order is included in the Arrangement Circular. The Arrangement Circular and related materials for the Special Meeting will also be mailed to Shareholders in due course.
Special meeting on 30 Apr. 2026
The Special Meeting is being held for Shareholders to consider and vote on a special resolution (the “Arrangement Resolution“) approving a plan of arrangement (the “Arrangement”) pursuant to which Parex Resources Inc. (TSX: PXT) (“Parex“), through its wholly-owned subsidiary, Parex AcquisitionCo Inc. (the “Purchaser“), will acquire all of Frontera’s Colombian upstream business, which consists of all of Frontera’s oil and gas exploration and production assets in Colombia, its reverse osmosis water treatment facility and its palm oil plantation, for a purchase price of:
(i) US$500mn payable upon closing, subject to any adjustment in accordance with the arrangement agreement entered into between Frontera, Parex and the Purchaser in respect of the Arrangement (the “Arrangement Agreement“); plus
(ii) an additional US$25mn contingent payment payable upon the achievement of specified development milestones within a period of up to 12 months following the closing of the Arrangement, as more fully described in the Arrangement Circular.
The Special Meeting is also being held for Shareholders to consider and vote on a special resolution (the “Return of Capital Resolution“) to approve a reduction of the capital account of the Shares by an aggregate amount of up to C$647mn (equivalent to approximately US$470mn), for the purposes of effecting a potential distribution to Shareholders by way of a return of capital (the “Return of Capital“) related to the net cash proceeds from the Arrangement, comprised of: (a) the Closing Amount, being an amount between US$445mn and US$455mn (equivalent to approximately between C$612mn and C$626mn as at 24 Mar. 2026) payable upon completion of the Arrangement; and (b) up to an additional US$25mn contingent payment.
The Special Meeting is scheduled to be held on 30 Apr. 2026, at 10:00 a.m. (Eastern Time). The Special Meeting will be conducted in a virtual-only format via live audio webcast at http://meetnow.global/MUDTPG6. All participants MUST register with Frontera’s registrar and transfer agent, Computershare Trust Company of Canada, in advance of the Meeting in order to participate at the Special Meeting. The virtual Special Meeting provides an equal opportunity for all Shareholders to participate, vote or submit questions at the Special Meeting regardless of their geographic location or particular circumstances. Shareholders will not be able to attend the Special Meeting in person. Only Shareholders of record at the close of business on 30 Mar. 2026, are entitled to receive notice of, and to attend and vote at, the Special Meeting.
All Shareholders are encouraged to vote in advance of the Special Meeting by proxy, whether or not a Shareholder is intending to attend the Special Meeting virtually. Details on how to vote can be found in the Arrangement Circular.
Support agreements
Following the execution of the Arrangement Agreement, The Catalyst Capital Group Inc., Gramercy Funds Management LLC and each executive officer of Frontera entered into support agreements with the Purchaser pursuant to which such Shareholders have agreed, among other things, subject to the terms and conditions contained therein, to vote their Shares in favour of the Arrangement Resolution. Additionally, each non-executive director of Frontera (who only owns Frontera deferred share units that do not entitle such director to vote at the Special Meeting) has entered into a support agreement with the Purchaser.
As of 30 Mar. 2026, the Shareholders subject to such support agreements collectively held approximately 37,500,749 Shares representing approximately 53.82% of the outstanding Shares.
The Arrangement Resolution and Return of Capital Resolution require approval of at least two-thirds (66⅔%) of the votes cast by Shareholders at the Special Meeting, and the Return of Capital Resolution cannot be effective unless the Arrangement Resolution is approved by Shareholders.
Interim order
The Court issued the Interim Order on 27 Mar. 2026. In addition to obtaining approval of the Arrangement Resolution at the Special Meeting, the completion of the Arrangement will be subject to obtaining the final order of the Court for the Arrangement, obtaining applicable regulatory approvals or clearances, as well as other customary closing conditions.
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