An anonymous director reports

FRONTERA ANNOUNCES LAUNCH OF CAD$91,000,000 MILLION (APPROXIMATELY US$65 MILLION) SUBSTANTIAL ISSUER BID

Frontera Energy Corp. has launched, as of the date hereof, its previously announced substantial issuer bid, pursuant to which the company offers to purchase from holders of common shares of the company up to 7,583,333 shares for cancellation at a purchase price of $12 per share for an aggregate purchase price not exceeding $91-million (equivalent to approximately $65-million (U.S.)).

The offer commences today and will expire at 5 p.m. Eastern Time on July 10, 2025, unless extended, varied or withdrawn by the company. Pursuant to the offer, tendering shareholders may elect to tender a specified number of shares.

The offer is denominated in Canadian dollars, and shareholders may elect to receive payment in either Canadian or U.S. dollars. The terms and conditions of the offer, including instructions for tendering shares, are included in the formal offer to purchase and issuer bid circular, letter of transmittal, notice of guaranteed delivery, and other related documents, which have been sent to registered shareholders, filed with applicable Canadian securities regulatory authorities and made available on SEDAR+.

In light of a potential Canada Post worker strike and the potential resulting disruption of mail services, the company may be unable to mail the offer documents to beneficial (non-registered) holders. However, upon resumption of normal mail service following any disruption, the company intends to arrange for the mailing of the offer documents to the beneficial holders.

Shareholders can retrieve the offer documents on SEDAR+. Copies of the offer documents may also be obtained upon written or oral request, without charge, to the company at the company's head office at Suite 1030, 140 4 Ave. SW, Calgary, Alta., Canada, T2P 3N3, or by e-mail at generalcounsel@fronteraenergy.ca.

As part of its efforts to maximize shareholder value, the company has identified the offer as an attractive and efficient means to return capital to its shareholders and believes it represents a fair and equitable value available to all of its shareholders. The offer is in line with the fundamental value the board and management see in the company and recent similar share repurchases. Upon successful completion of the offer, the company will have returned over $144-million (U.S.) of capital to its shareholders within the last 12-month period, including $14.8-million (U.S.) in declared dividends and $3.6-million (U.S.) of share repurchases through the company's normal course issuer bid for the period commencing on Nov. 21, 2023, and ended on Nov. 20, 2024, and the company's two prior substantial issuer bids. Assuming 100-per-cent uptake by all shareholders, the offer would represent a $1.18 distribution equivalent to a 24.9-per-cent yield on the company's stock price prior to the announcement of the company's first quarter 2025 results. Including dividends, the year-to-date total would be $1.30, or a 27.6-per-cent yield.

The board of directors remains committed to creating increased value for shareholders. In doing so, the board of directors will continue to consider various forms of strategic initiatives or transactions in addition to the offer, which may include, without limitation, a further return of capital to shareholders, a merger or consolidation, recapitalization or a business combination, or the transfer, sale or other disposition of all or a significant portion of the business, assets or securities of the company or of interests in one or more subsidiaries or in assets of the company, whether in one or a series of transactions. There can be no assurance that any such initiative or transaction will occur or, if it occurs, the timing thereof. However, as set out in the offer documents, such an initiative or transaction could result in the termination, extension or amendment of the offer.

Additional information

As of June 2, 2025, there are 77,295,478 shares issued and outstanding, and, as at the expiration date, there are expected to be 77,641,556 shares issued and outstanding. Accordingly, a maximum of 7,583,333 shares, or approximately 9.77 per cent of the total number of shares expected to be issued and outstanding on the expiration date will be taken up and paid for under the offer.

The offer is optional for all shareholders, who are free to choose whether to participate, and if they participate, how many shares to tender. Shareholders who do not deposit their shares (or whose shares are not purchased under the offer) will realize a proportionate increase in their equity interest in the company to the extent that shares are purchased under the offer.

The offer is not conditional upon any minimum number of shares being tendered. However, the offer is subject to other conditions described in the offer documents. Frontera reserves the right, subject to applicable laws, to withdraw, extend or amend the offer if certain events occur at any time prior to the payment for the tendered shares.

The Catalyst Capital Group Inc. and Gramercy Funds Management LLC are the beneficial owners of or exercise control or direction over 31,669,506 and 9,679,128 shares, respectively, which in the aggregate represents approximately 53.49 per cent of all issued and outstanding shares. Each of Catalyst and Gramercy has advised the company that its current intention is to deposit shares pursuant to the offer; however, its decision to participate in the offer is subject to market conditions and other factors. Each of Catalyst and Gramercy reserves the right, without notice and for any or no reason, to change its investment decisions at any time prior to the expiration date. In addition, certain directors and officers of the company have expressed an intention to tender an aggregate of 405,653 shares (including 172,777 additional shares to be issued by the company pursuant to the vesting and settlement of certain outstanding restricted share units on July 2, 2025) to the offer.

The company has engaged Computershare Investor Services Inc. to act as depositary for the offer and BMO Nesbitt Burns Inc. to act as financial adviser and dealer manager. Shareholders who have questions regarding the offer or require any assistance tendering shares may contact Computershare Investor Services by telephone at 1-800-564-6253 (North America) or 514-982-7555 (international) or by e-mail at corporateactions@computershare.com or BMO Nesbitt Burns by e-mail at FronteraSIB@bmo.com.

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. The solicitation and the offer to buy shares are only being made pursuant to the offer documents. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making or acceptance of offers to sell shares would not be in compliance with the laws of that jurisdiction. None of Frontera, its board or the depositary makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their shares pursuant to the offer. Shareholders are strongly urged to read the offer documents carefully and consult with their financial, tax and legal advisers prior to making any decision with respect to the offer.

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 related investments in both upstream and mid-stream 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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