Frontera announces infra business spin-off

This press release from Frontera Energy Corp was originally published in English

Frontera Energy Corporation (TSX: FEC) ("Frontera" or the "Company") today announced a plan to unlock significant value from its existing assets through a spin-off (the "Proposed Transaction" or the "Spin-Off") of its Colombian Infrastructure business, creating two independent companies: Frontera Exploration & Production ("E&P") and Frontera Infrastructure.

The Proposed Transaction is projected to be completed in the first half of 2026 and is subject to shareholder approval. All financial amounts in this news release and in the Company's financial disclosures are in United States dollars, unless otherwise stated.

Orlando Cabrales Segovia, Chief Executive Officer (CEO), Frontera, commented:

"Over time, Frontera has consistently attracted interest from investors and strategic parties who recognize the distinct strengths and value propositions of the upstream oil and gas and infrastructure businesses. While the upstream oil and gas and infrastructure businesses are complementary, each has distinct operational profiles and life cycles, appealing to different investor bases.

To further unlock shareholder value and pursue future consolidation opportunities, the Company is announcing its intention to spin off its Colombian Infrastructure business. This strategic separation will result in two focused, independent companies, each with clear priorities and tailored strategies.

The Company believes the business separation represents a significant opportunity to surface and distribute value to shareholders, not currently reflected in Frontera's market capitalization. The separation, targeted to be completed during the first half of 2026, remains subject to shareholder and regulatory approval"

The planned separation aims to establish two strategically focused, independent companies:

• Frontera E&P will become a pure-play upstream oil and gas exploration and production company, focused on disciplined cash flow generation and operational excellence. For the last twelve months ended September 30, 2025, Frontera E&P had approximately $336 million of Operating EBITDA⁽¹⁾ and net leverage⁽²⁾ of 0.7x times.

• Frontera Infrastructure will emerge as a leading energy infrastructure business, leveraging robust cash flows from ODL and aiming to invest in near-term strategic projects at Puerto Bahia to deliver a growing and long-term revenue and cash flow stream. For the last twelve months ended September 30, 2025, Frontera Infrastructure had approximately $16.2 million of Operating EBITDA and $117.4 million of Infrastructure Adjusted EBITDA⁽³⁾ and net debt to Infrastructure Distributable Cash Flow (Puerto Bahia Operating EBITDA + Dividends received from ODL) of 2.0x times.