An anonymous director reports

FRONTERA ENERGY CORPORATION COMMENCES TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028

Frontera Energy Corp. is commencing a cash tender offer for up to $65-million (U.S.) in aggregate principal amount of its outstanding 7.875 per cent senior secured notes due 2028 and a concurrent consent solicitation 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 will expire at 5 p.m. New York time on June 9, 2025, unless extended by the company. Settlement for all notes tendered at or prior to 5 p.m. New York time on May 23, 2025, unless extended by the company, is expected to occur on or about May 30, 2025. Tendered notes may not be withdrawn after 5 p.m. New York time on May 23, 2025, unless extended by the company. Settlement for all notes tendered after the early tender date and consent deadline and at or prior to the expiration time will occur promptly following the expiration time.

Holders tendering their notes at or prior to the early tender date and consent deadline will be required to deliver their consents to certain proposed amendments to the indenture governing the notes as further described in the offer to purchase.

The following table summarizes the material pricing terms for the offer and the solicitation.

Holders who validly tender and do not validly withdraw their notes at or prior to the early tender date and consent deadline will be eligible to receive the total consideration with respect to the notes, which includes the early tender and consent payment, subject to the conditions described below, as set forth in the table above. Holders who validly tender their notes after the early tender date and consent deadline but at or prior to the expiration time will be eligible, if accepted by the company and subject to the conditions described below, to receive only the tender offer consideration for the notes, which equals the total consideration minus the early tender and consent payment, as set forth in the table above.

In addition, all notes accepted for payment will be entitled to receive accrued and unpaid interest from and including the last interest payment date for the notes to, but excluding, the applicable settlement date.

The amount of notes that may be purchased in the offer is subject to the maximum tender amount. Tendered notes may be subject to proration if the aggregate purchase price of notes validly tendered and not validly withdrawn in the offer exceeds the maximum tender amount, subject to disclosure and other requirements under applicable law. The company reserves the right to increase or decrease the maximum tender amount. All notes tendered at or prior to the early tender date and consent deadline will have priority over notes tendered after the early tender date and consent deadline.

A separate tender instruction must be submitted on behalf of each beneficial owner due to potential proration.

Holders may not tender their notes at or prior to the early tender date and consent deadline without delivering their consents. However, at any time prior to or at the early tender date and consent deadline, holders may elect to deliver consents without tendering notes. The valid tender of notes by any holder at or prior to the early tender date and consent deadline will be deemed to constitute the giving of a consent by such holder to the proposed amendments. Holders who validly deliver and do not validly revoke consents at any time prior to or at the early tender date and consent deadline without tendering notes or validly tender and do not validly withdraw notes at any time prior to or at the early tender date and consent deadline which are not accepted for purchase due to oversubscription in the offer will be eligible to receive the consent payment, subject to the conditions described below. The payment of the consent payment and the consummation of the offer are conditioned upon the financing condition and the receipt of the requisite consents, among other things.

Notes tendered may be validly withdrawn, and consents delivered may be validly revoked at any time prior to or at the withdrawal deadline, and notes tendered after the withdrawal deadline and at or prior to the expiration time may not be withdrawn except as required by law.

The proposed amendments to the indenture governing the notes will only become operative if the company receives tenders and consents from holders of more than 50 per cent in aggregate principal amount of the notes. The company intends to execute a supplemental indenture with the proposed amendments as soon as practicable following the receipt of the requisite consents. Consummation of the offer and payment for the tendered notes are subject to the satisfaction or waiver of conditions set forth in the offer to purchase, including, without limitation, the condition that the company shall have obtained debt financing on terms and conditions and yield net cash proceeds reasonably satisfactory to the company and the receipt of the requisite consents.

The company's obligation to purchase the notes is not conditioned upon the tender of any minimum principal amount of the notes. The company has the right, in its sole discretion, to amend or terminate the offer and/or the solicitation at any time.

Citigroup Global Markets Inc. and Itau BBA USA Securities Inc. are acting as dealer managers for the offer and solicitation agents for the solicitation. The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co.

Requests for documentation should be directed to the information and tender agent at the offer website. Questions regarding the offer or the solicitation should be directed to the dealer managers and solicitation agents at 212-723-6106 (for Citigroup) or 212-710-6749 (for Itau BBA).

None of the company, the dealer managers and solicitation agents or the information and tender agent makes any recommendation as to whether holders should tender or refrain from tendering their notes or delivering their consents. Holders must make their own decision as to whether to tender notes (and, if so, the principal amount of notes to tender) and/or deliver consents.

Based on publicly available information, The Catalyst Capital Group Inc., which manages funds that hold approximately 40.97 per cent of the common shares of the company, exercises control or direction over $8-million (U.S.) principal amount of the notes. As a result of the holdings of the Catalyst funds, the offer and the solicitation are related-party transactions of the company as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) of the Canadian Securities Administrators. The offer and the solicitation will be exempt from the valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, respectively. The material change report to be filed by the company in connection with the offer and the solicitation will contain additional disclosure required under MI 61-101. The company holds $6-million (U.S.) principal amount of the notes, which were acquired in open market purchases but have not been surrendered for cancellation. These notes will not be subject to the offer or the solicitation. The notes held by the company and the Catalyst funds will not be considered outstanding for purposes of calculating the requisite consents.

About Frontera Energy Corp.

Frontera is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including strategic investments in both upstream and mid-stream facilities. The company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol FEC. The company is committed to conducting business safely and in a socially and environmentally responsible manner.

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