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Frontera Energy Corporation — Proxy Solicitation & Information Statement 2026
Apr 2, 2026
44143_rns_2026-04-02_bbf5cd52-5b00-4a2f-849d-a0a1aabca1eb.pdf
Proxy Solicitation & Information Statement
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FRONTERA ENERGY
NOTICE OF SPECIAL MEETING
NOTICE IS HEREBY GIVEN that, pursuant to an order (the "Interim Order") of the Supreme Court of British Columbia (the "Court") dated March 27, 2026, a special meeting (the "Meeting") of the holders ("Frontera Shareholders") of common shares ("Frontera Shares") of Frontera Energy Corporation ("Frontera") will be held virtually, using a live audio webcast available at http://meetnow.global/MUDTPG6, on April 30, 2026, at 10:00 a.m. (Eastern Time), for the following purposes:
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to consider, pursuant to the Interim Order, and, if deemed advisable, to approve, with or without variation, a special resolution of the Frontera Shareholders (the "Arrangement Resolution"), the full text of which is set forth in Schedule A to the management information circular of Frontera dated March 30, 2026 (the "Circular"), approving an arrangement (the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "BCBCA"), involving Frontera, Parex Resources Inc. and Parex AcquisitionCo Inc., all as more particularly described in the Circular;
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to consider, and, if deemed advisable, to approve, with or without variation, a special resolution of the Frontera Shareholders (the "Return of Capital Resolution"), the full text of which is set forth in Schedule B to the Circular, approving a reduction of the capital account of the Frontera Shares by an aggregate amount up to C$647 million pursuant to Section 74(1)(b) of the BCBCA, for the purposes of effecting a potential distribution to Frontera Shareholders by way of a return of capital, all as more particularly described in the Circular (the "Return of Capital"); and
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to transact such further and other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.
Further details regarding the Arrangement and the Return of Capital are set out in the Circular, which forms part of this Notice of Special Meeting.
The full text of the plan of arrangement (the "Plan of Arrangement") implementing the Arrangement is attached as Schedule "A" to the Arrangement Agreement (as defined in the Circular), which is attached as Schedule C to the Circular. The Interim Order is attached as Schedule F to the Circular.
THE INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS OF FRONTERA UNANIMOUSLY RECOMMEND THAT FRONTERA SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION AND FOR THE RETURN OF CAPITAL RESOLUTION
It is a condition to the completion of the Arrangement that the Arrangement Resolution be approved by Frontera Shareholders at the Meeting. If the Arrangement Resolution is not so approved, the Arrangement cannot be completed. In addition, the Return of Capital Resolution is conditional on the completion of the Arrangement. Accordingly, if the Arrangement Resolution is not approved by Frontera Shareholders at the Meeting, or the Arrangement is not otherwise completed, the Return of Capital will not be completed, regardless of whether Frontera Shareholders approve the Return of Capital Resolution. For greater certainty, the Arrangement is not conditional on the approval of the Return of Capital Resolution. In the event that the Return of Capital Resolution is not approved by Frontera Shareholders at the Meeting and the Arrangement is completed, the Frontera Board will consider alternative solutions to appropriately deploy the net proceeds from the Arrangement in the best interests of Frontera.
Voting at the Meeting
Each Frontera Share entitled to be voted at the Meeting entitles the holder thereof to one vote in respect of the Arrangement Resolution, one vote in respect of the Return of Capital Resolution and one vote in respect of any other matter to be considered at the Meeting.
The Arrangement Resolution, the full text of which is set forth in Schedule A to the Circular, must, subject to further order of the Court, be approved by at least 66⅔% of the votes cast by Frontera Shareholders present or represented by proxy at the Meeting.
The Return of Capital Resolution, the full text of which is set forth in Schedule B to the Circular, must be approved by at least 66⅔% of the votes cast by Frontera Shareholders present or represented by proxy at the Meeting.
The record date (the "Record Date") for the determination of Frontera Shareholders entitled to receive notice of, and to vote at, the Meeting is the close of business on March 30, 2026. Only Frontera Shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting.
Registered Frontera Shareholders, being those who hold their Frontera Shares in their own name, and duly appointed proxyholders, can participate, vote and submit questions during the Meeting's live audio webcast provided they comply with the requirements set out in the Circular. Beneficial Frontera Shareholders, being those who hold their Frontera Shares in an account in the name of an intermediary, such as a bank, broker or trust company, who wish to attend and vote at the Meeting will be required to appoint themselves as proxyholder in advance of the Meeting by writing their own name in the space provided on the voting instruction form provided by their intermediary/broker. Beneficial Frontera Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests but will not be able to vote or ask questions at the Meeting.
Registered Frontera Shareholders should complete the accompanying form of proxy and deposit it with Frontera's transfer agent, Computershare Trust Company of Canada:
(i) In person, or by mail or courier, to the following address: Computershare Trust Company of Canada, Proxy Department, 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6; or
(ii) Through the internet at www.investorvote.com.
Completed proxies must be deposited with Computershare by no later than 10:00 a.m. (Eastern Time) on April 28, 2026, or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the commencement of such adjourned or postponed Meeting. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion without notice.
Beneficial Frontera Shareholders should receive a voting instruction form with the materials sent to them. The purpose of the voting instruction form is to instruct your intermediary how to vote on your behalf at the Meeting. Please follow the instructions provided on the voting instruction form and communicate your voting instructions in accordance with the voting instruction form. The voting instruction form usually includes the following methods for voting your Frontera Shares:
(i) Through the internet: Go to www.proxyvote.com or scan the QR code in the voting instruction form with your smartphone. Enter the 16-digit control number printed on the voting instruction form and follow the instructions on screen to vote your Frontera Shares.
(ii) By Telephone: Canadian Beneficial Frontera Shareholders can vote by phone by calling 1-800 474 7493 (English) or 1-800 474 7501 (French). Beneficial Frontera Shareholders in the United States can vote by phone by calling 1-800 454 8683. In each case you will need to enter your 16-digit control number. Follow the interactive voice recording instructions to vote your Frontera Shares.
(iii) By Mail: Enter your voting instructions, sign and date the voting instruction form, and return the completed voting instruction form in the enclosed postage paid envelope.
Please note that your intermediary may require you to deliver your voting instruction form prior to the proxy delivery deadline set forth above.
In all cases, Frontera Shareholders must carefully follow the instructions set out in their form of proxy or voting instruction form, as applicable, and are encouraged to review the Circular carefully.
For additional details on voting your Frontera Shares, see "General Proxy Information" in the Circular.
The persons named in the accompanying form of proxy as management proxyholders (the "Management Designees") are directors and/or officers of Frontera. Each Frontera Shareholder has the right to appoint another person as their proxyholder (who need not be a Frontera Shareholder) to attend and act on such Frontera Shareholder's behalf at the Meeting. Frontera Shareholders who wish to exercise this right must do so by mail, by hand delivery or through the internet. To exercise such right: (a) if doing so by mail or hand delivery, the names of the Management Designees should be crossed out and the name of the Frontera Shareholder's appointee should be legibly printed in the blank space provided; or (b) if doing so through the internet, the name of the Frontera Shareholder's appointee should be included in the applicable field.
Unless expressly provided otherwise in a proxy, a proxyholder has discretionary authority to vote on amendments that are made to matters identified in this Notice of Special Meeting and other matters that may properly come before the Meeting, or any adjournments or postponements thereof. As of the date of this Circular, management of Frontera is not aware of any such amendments or other matters to be presented at the Meeting; however, if any such matter is presented, Frontera Shares represented by a proxy will be voted in accordance with the best judgment of the proxyholder.
Unless otherwise directed, it is the intention of the persons named as the Management Designees in the accompanying form of proxy (or voting instruction form, as applicable) to vote: (a) "FOR" the Arrangement Resolution set forth in Schedule A to the Circular; and (b) "FOR" the Return of Capital Resolution set forth in Schedule B to the Circular.
A Frontera Shareholder may receive multiple packages of Meeting materials if they hold Frontera Shares through more than one intermediary or if they are both a registered and a beneficial holder for different shareholdings. Any such Frontera Shareholder should repeat the steps described above to vote through a proxy, appoint a proxyholder or attend the Meeting, if desired, separately for each shareholding to ensure that all their Frontera Shares are represented and voted at the Meeting.
Dissent Rights
Pursuant to and in accordance with the Interim Order and the provisions of Sections 237 to 247 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and any other order of the Court), each registered Frontera Shareholder as of the Record Date has been granted the right to dissent in respect of the Arrangement Resolution. The dissent procedures require that a registered Frontera Shareholder who wishes to exercise such right must: (a) deliver a written notice of dissent to the Arrangement Resolution to Frontera, by mail, to: Frontera Energy Corporation c/o Blake, Cassels & Graydon LLP, 1133 Melville Street, Suite 3500, Vancouver, British Columbia, V6E 4E5 Attn: Alexandra Luchenko, or by email to: [email protected] by not later than 5:00 p.m. (Pacific Time) / 8:00 p.m. (Eastern Time) on April 28, 2026 or two business days prior to any adjournment or postponement of the Meeting; (b) not have voted in favour of the Arrangement Resolution; (c) dissent in respect of all Frontera Shares held thereby; and (d) have otherwise complied with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court.
Registered Frontera Shareholders as of the Record Date who duly and validly exercise dissent rights in strict compliance with the provisions of Sections 237 to 247 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and any other order of the Court) will, if the Arrangement Resolution is approved and the Arrangement is completed, be entitled to be paid the fair value of their Frontera Shares calculated as at the point in time immediately before the passing of the Arrangement Resolution.
The right to dissent is described in the Circular and the texts of the Plan of Arrangement, the Interim Order and Sections 237 to 247 of the BCBCA, which are set forth in Schedule C, Schedule F and Schedule I, respectively, to the Circular. The statutory provisions dealing with the right of dissent are technical and complex. Failure to strictly comply with the requirements set forth in Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court, may result in the loss or unavailability of any right of dissent. It is strongly suggested that any Frontera Shareholder wishing to dissent seek independent legal advice and read the section entitled "The Arrangement – Dissenting Frontera Shareholders’ Rights".
The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing.
Beneficial Frontera Shareholders who wish to dissent should be aware that only a registered owner of Frontera Shares as of the Record Date is entitled to dissent. Accordingly, a beneficial Frontera Shareholder who desires to exercise the right of dissent must make arrangements for the Frontera Shares beneficially owned by such holder to be registered in the holder's name prior to the time written objection to the Arrangement Resolution is required to be received by Frontera or, alternatively, make arrangements for the registered holder of such Frontera Shares to dissent on their behalf.
No right of dissent or appraisal is available to Frontera Shareholders with respect to any other matter to be considered at the Meeting, other than the Arrangement Resolution.
If you have questions about any of the information contained in the Circular or if you need assistance completing your proxy form or voting instruction form, please contact Frontera's Investor Relations team by telephone at 1-416-362-7735 (Canada office) or +57-1-511-2000 (Colombia office) or by email at [email protected].
By order of the Board of Directors
DATED at Calgary, Alberta, this 30th day of March, 2026.
(signed) "Orlando Cabrales Segovia"
Orlando Cabrales Segovia
Chief Executive Officer