Frontera Announces Filing and Mailing of Information Circular and Receipt of Interim Order in Connection With Plan of Arrangement With Parex

Special Shareholder Meeting Scheduled for April 30^th, 2026 to Vote on Parex Arrangement and Return of Capital 

Annual Meeting will follow Special Meeting for the Parex Arrangement

CALGARY, AB, April 2, 2026 /PRNewswire/ - Frontera Energy Corporation (TSX: FEC) ("Frontera" or the "Company") today announced that it has 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 April 30, 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 March 27, 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 April 30, 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$500 million 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$25 million 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$647 million (equivalent to approximately US$470 million), 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$445 and US$455 million (equivalent to approximately between C$612 and C$626 million as at March 24, 2026) payable upon completion of the Arrangement; and (b) up to an additional US$25 million contingent payment.

The Special Meeting is scheduled to be held on April 30, 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 March 30, 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 March 30, 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 March 27, 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.

Annual Meeting

The Company also announced that it has filed its management information circular for the Annual Meeting (the "AGM Circular") and it 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/. The AGM Circular and related materials for the Annual Meeting will also be mailed to Shareholders in due course.

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 17 exploration and production blocks in Colombia, pipeline transportation services and a multi-purpose maritime terminal in Colombia and certain other non-Colombian assets, including its interest in Guyana. Frontera is committed to conducting business safely and in a socially, environmentally and ethically responsible manner.

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Social Media

Follow Frontera social media channels at the following links:

Twitter: https://twitter.com/fronteraenergy?lang=en
Facebook: https://es-la.facebook.com/FronteraEnergy/
LinkedIn: https://co.linkedin.com/company/frontera-energy-corp

Cautionary Note Concerning Forward-Looking Information

This news release contains forward-looking statements. All statements, other than statements of historical facts, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. The use of any of the words "estimate", "will", "would", "believe", "plan", "expected", "potential", and similar expressions are intended to identify forward-looking statements. Forward-looking statements are often, but not always, identified by such words. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

In particular, and without limiting the foregoing, this news release contains forward looking statements with respect to the Arrangement, the Special Meeting, the Return of Capital and the Annual Meeting. 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: there can be no assurance that the Arrangement will be completed on the terms or within the timeframes currently contemplated; the failure to obtain all necessary court, third-party, regulatory and shareholder approvals to complete the Arrangement and the risk that the Arrangement may be varied, accelerated or terminated in certain circumstances; the failure to obtain shareholder approval for the Return of Capital; and that the currently anticipated amount and timing of the Return of Capital may be different than currently anticipated.

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.

SOURCE Frontera Energy Corporation