CALGARY,
AB, Oct. 18, 2024 /PRNewswire/ - Frontera
Energy Corporation (TSX: FEC) ("Frontera" or the
"Company") announces the preliminary results of its
substantial issuer bid (the "Offer") pursuant to which the
Company offered to purchase from shareholders for cancellation up
to CAD$40.5 million (equivalent to
US$30 million) of its outstanding
common shares (the "Shares") at a purchase price of
CAD$12.00 per Share. The Offer, as
amended by the notice of variation dated September 27, 2024 (the "Notice of
Variation"), expired at 5:00 p.m.
(Eastern time) on October 17,
2024. All dollar amounts are in Canadian dollars unless
otherwise specified.
In accordance with the terms and conditions of the Offer and
based on the preliminary calculation of Computershare Investor
Services Inc., as depositary for the Offer (the
"Depositary"), Frontera expects to take up and pay for
3,375,000 Shares (approximately 4.01% of the total number
of Frontera's issued and outstanding Shares as of October 17, 2024) at a price of $12.00 per Share (the "Purchase Price"),
representing an aggregate Purchase Price of $40,500,000. After the cancellation of the Shares
taken up and paid for by the Company, Frontera anticipates that
approximately 80.78 million Shares will be issued and
outstanding.
Approximately 77,565,602 Shares were validly tendered and not
withdrawn. Since the Offer was oversubscribed, the tendered Shares
will be purchased on a pro rata basis following the determination
of the final results of the Offer. Frontera currently expects that
shareholders who tendered will have approximately 4.35% of their
tendered Shares purchased by the Company.
The number of Shares to be purchased and the "proration factor"
are preliminary, remain subject to verification by the Depositary,
and assume that all Shares tendered through notice of guaranteed
delivery will be delivered within the two trading-day settlement
period. Upon take up of the Shares validly tendered to the
Offer, Frontera will issue a press release disclosing the
final results, including the final proration factor.
Promptly after such press release, payment for the Shares
accepted for purchase will be made in accordance with the terms of
the Offer and applicable law, and the Depositary will return
all other Shares tendered and not purchased.
The terms and conditions of the Offer are described in the offer
to purchase and issuer bid circular dated September 11, 2024, letter of transmittal,
amended letter of transmittal, notice of guaranteed delivery,
amended notice of guaranteed delivery and Notice of Variation,
copies of which were filed and are available without charge on
SEDAR+ at www.sedarplus.ca.
In connection with the Offer, the Company suspended purchases of
Shares pursuant to its normal course issuer bid ("NCIB")
which commenced on November 21, 2023,
and ends November 20, 2024. In
connection with the completion of the Offer, the Company intends to
recommence purchases of Shares pursuant to the NCIB following the
announcement of third quarter results.
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Shares.
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 aggregate Purchase Price Frontera
expects to pay following take up of the Shares validly deposited
under the Offer, the number of Shares issued and outstanding
following completion of the Offer, the anticipated proration due to
oversubscription, the number of Shares to be taken up and paid for,
further communication regarding completion of the Offer, the
payment for Shares in accordance with the Offer, the return of
Shares not purchased but deposited under the Offer and the
recommencement of Share purchases under the NCIB. 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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SOURCE Frontera Energy Corporation