Frontera may purchase up to 4,787,976 common shares, Representing approximately 10% of the company’s free float
CALGARY, Alta., March 15, 2022 /PRNewswire/ – Frontera Energy Corporation (TSX: FEC) (“Frontier“or the”Company“) announces that the Toronto Stock Exchange (the “TSX“) has accepted its Notice of Commencement of a Normal Course Issuer Bid (the “ORCN“) for its ordinary shares (the “Ordinary actions“), at the expiration of its normal course issuer bid March 16, 2022.
Pursuant to the issuer bid, Frontera may purchase up to 4,787,976 common shares during the 12 month period commencing March 17, 2022and ending March 16, 2023representing approximately 10% of the “public float” of the Company (as calculated in accordance with the rules of the TSX) at March 7, 2022. Like a March 7, 2022, there were 94,449,994 common shares issued and outstanding of which 47,879,767 constitute the “public float”, calculated in accordance with the rules of the TSX. No person is acting jointly or in concert with the Company with respect to the OPRNA.
The average daily trading volume of the Common Shares was 117,083 Common Shares during the period from September 1, 2021 and February 28, 2022. Accordingly, daily purchases through the facilities of the TSX will be limited to 29,270 Common Shares, subject to exceptions related to bulk purchases.
Frontera believes that, from time to time, the market price of its common stock may not fully reflect the underlying value of its business, future prospects and financial condition. In such circumstances, Frontera may purchase for cancellation outstanding Common Shares, which benefits all shareholders by increasing the underlying value of the remaining Common Shares.
As part of its takeover bid, Frontera entered into an automatic share purchase plan (the “Plan“) with its Designated Broker, BMO Nesbitt Burns Inc. (“BMO“), in order to facilitate the purchase of Common Shares under the Issuer Bid. The Plan allows the Company to purchase its Common Shares at any time, including, without limitation, when the Company would not normally be permitted to make purchases due to regulatory restrictions or self-imposed blackout periods. Purchases will be made by BMO within the parameters prescribed by the TSX and the terms of the written agreement between The plan has been pre-approved by the TSX and will be implemented when commences.
Purchases subject to the issuer bid will be made in open market transactions through the facilities of the TSX or other trading systems, if eligible, by BMO on behalf of Frontera in accordance with the applicable regime and regulatory requirements. The price to be paid by Frontera for any Common Share will be the market price at the time of acquisition, plus brokerage fees, or such other price as the TSX may permit. All common shares purchased by Frontera pursuant to the issuer bid will be tendered and cancelled.
The indenture of the Company, dated June 21, 2021under which 400 million US dollars 7.875% senior notes of the Company due 2028 were issued (the “Indenture“), imposes certain restrictions on the Company’s ability to repurchase its common shares. takeover bid.
Under its normal course issuer bid which will expire on March 16, 2022, Frontera has sought and obtained the approval of the TSX to repurchase for cancellation 5,197,612 common shares. Like a March 7, 2022Frontera had purchased for cancellation 4,051,100 common shares at a volume-weighted average price of $7.09 per share, excluding brokerage fees. Frontera made the purchases on the open market.
Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of petroleum and natural gas in South America, including related investments in upstream and midstream facilities. The Company has a diversified portfolio of assets with interests in 34 exploration and production blocks in Colombia, Ecuador and Guyanaand pipeline and port facilities in Colombia. Frontera is committed to conducting its business safely and in a socially, environmentally and ethically responsible manner.
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Caution Regarding Forward-Looking Statements
This press release contains forward-looking information within the meaning of Canadian securities laws. Forward-looking information relates to activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, repurchases of common stock pursuant to the takeover bid). All information other than historical facts is forward-looking information.
Forward-looking information reflects the Company’s current expectations, assumptions and beliefs based on information currently available to it.
Although the Company believes that the assumptions inherent in forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and, accordingly, undue reliance should not be placed on such information. Forward-looking information is subject to a number of risks and uncertainties, some of which are similar to those of other oil and gas companies and some of which are unique to the Company. Actual results may differ materially from those expressed or implied by the forward-looking information, and even if such actual results are achieved or substantially achieved, there can be no assurance that they will have the anticipated consequences or effects on the Company. . Factors that could cause actual results or events to differ materially from current expectations include, among others: the failure to realize the anticipated benefits of the issuer bid; the risk that the market price of the common stock will be too high to ensure that purchases under the tender offer will benefit Frontera and its shareholders; failure to execute purchases under the tender offer; general economic, market and business conditions; stock market volatility; and other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s Annual Information Form dated March 2, 2022its management report for the financial year ended December 31, 2021, and other documents it files from time to time with securities regulatory authorities describe risks, uncertainties, material assumptions and other factors that could affect actual results and such factors are incorporated herein by dismissal. Copies of these documents are available free of charge by consulting the Company’s profile on SEDAR at www.sedar.com. All forward-looking information speaks only as of the date on which it is made and, except as required by applicable securities laws, the Company disclaims any intention or obligation to update any forward-looking information, whether as a result of new information, future or other events or results.
SOURCEFrontera Energy Corporation