Frontera Energy Corporation Announces Early Tender Date Results and Extension of the Early Tender Date and Consent Deadline of the Tender Offer and Consent Solicitation for Its Outstanding 7.875% Senior Notes Due 2028

Published: 2025-05-26 22:52:30 ET FEC.TO

Published on 05/26/2025 at 22:52

Frontera Energy Corporation announced that, as of 5:00 p.m., New York City time, on May 23, 2025 (Early Tender Date and Consent Deadline), holders of USD 124,134,000 aggregate principal amount of its outstanding 7.875% Senior Secured Notes due 2028 (Notes), had either tendered their Notes or provided their standalone Consents in the Company's previously announced cash tender offer (Offer) and consent solicitation (Solicitation), made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (the "Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase. As of the Early Tender Date and Consent Deadline, the Requisite Consents to the Proposed Amendments have not yet been received.

The company hereby announces that it is extending the Early Tender Date and Consent Deadline (originally set at 5:00 p.m., New York City time, on May 23, 2025), until 5:00 p.m., New York City time, on June 9, 2025 (the "Extended Early Tender Date and Consent Deadline"), which will be the same date and time as the Expiration Time. Withdrawal rights for the Offer and the Solicitation expired at 5:00 p.m., New York City time, on May 23, 2025 (the "Withdrawal Deadline"). Notes that have been validly tendered and not validly withdrawn, and consents that have been validly delivered and not validly revoked, at or prior to the Withdrawal Deadline cannot be withdrawn, except as may be required by applicable law.

Holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Date and Consent Deadline are eligible to receive the Total Consideration with respect to their Notes, which includes the Early Tender and Consent Payment, as described and subject to the conditions set forth in the Offer to Purchase, and accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Final Settlement Date (as defined below).Holders who validly tender their Notes at or prior to the Extended Early Tender Date and Consent Deadline and whose Notes are accepted for purchase pursuant to the Offer will also be eligible to receive the Total Consideration, and accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Final Settlement Date. There will be no separate Tender Offer Consideration. Any Notes validly tendered or consents validly provided on or after the Withdrawal Deadline may not be withdrawn.

Consummation of the Offer and the Solicitation and payment for the Notes tendered and consents delivered is subject to the satisfaction or waiver of conditions set forth in the Offer to Purchase. These conditions have not yet been satisfied in full, and the Company has the right, in its sole discretion, to amend or terminate the Offer and/or the Solicitation at any time, and settlement for all Notes tendered and consents delivered at or prior to the Extended Early Tender Date and Consent Deadline is contingent on the satisfaction or waiver of these conditions. Notwithstanding the above, the Financing Condition has been satisfied, as announced by the Company on May 14, 2025.There will be no Early Settlement Date.

Settlement for the Notes validly tendered (and not validly withdrawn) at or prior to the Extended Early Tender Date and Consent Deadline, up to the Maximum Tender Amount, is expected to occur on June 11, 2025 (the "Final Settlement Date"), subject to the satisfaction or waiver of the conditions referred to above. The Company reserves the right to increase or decrease the Maximum Tender Amount at its reasonable discretion, although no assurance can be given that the Maximum Tender Amount will be increased or decreased. Settlement of all tendered Notes will be subject to proration as set forth in the Offer to Purchase.

For the avoidance of doubt, all Notes tendered after the Early Tender Date and Consent Deadline and at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Early Tender Date and Consent Deadline. Settlement for the consents validly delivered (and not validly revoked) without tendering Notes at or prior to the Extended Early Tender and Consent Deadline is expected to occur on June 11, 2025 (the "Solicitation Settlement Date"), which is the same date as the Final Settlement Date.