Amendment Will Ensure All Shareholders Are
Treated Equally Under the Offer Regardless of Numbers of Shares
Held
No Additional Changes to Offer Terms or
Timing
Only Shareholders Holding Less Than 100 Shares
Will be Affected by Amendment
CALGARY,
AB, Sept. 25, 2024 /PRNewswire/ - Frontera
Energy Corporation (TSX: FEC) ("Frontera" or the
"Company") announced today that it 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 September 11, 2024, as amended by a notice of
variation to be dated and mailed to shareholders on or about
September 27, 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 October 17,
2024, unless the Offer is extended, withdrawn or varied by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"Odd Lot Tendering Shareholder"), such tender is no
longer valid, and the Odd Lot Tendering Shareholder will be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and all "odd lot" tenders will be deemed to be withdrawn, and Odd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 September 4, 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 September 27, 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 September 27, 2024. Any
questions or requests for assistance in tendering Shares to the
Offer may be directed to Computershare Investor Services Inc., the
depositary for 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.
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Social Media
Follow Frontera Energy 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.
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 the Offer and the amendment thereto, the timing, terms
and conditions of the Offer, the mailing and filing of the Notice
of Variation, Amended Letter of Transmittal and Amended Notice of
Guaranteed Delivery, and the number of Shares to be purchased. 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 and management's discussion and analysis for the
year ended December 31, 2023, each
dated March 7, 2024, available on
SEDAR+ at www.sedarplus.ca. 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.
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content:https://www.prnewswire.com/news-releases/frontera-to-amend-substantial-issuer-bid-to-remove-the-preferential-acceptance-of-odd-lots-302259270.html
SOURCE Frontera Energy Corporation