Frontera May Purchase up to 4,787,976 Common Shares, Representing Approximately 10% of the Company's Public Float
CALGARY, AB, March 15, 2022 /CNW/ - Frontera Energy Corporation (TSX: FEC) ("Frontera" or the "Company") announces that the Toronto Stock Exchange (the "TSX") has accepted its notice to initiate a normal course issuer bid (the "NCIB") for its common shares (the "Common Shares"), upon the expiry of its current normal course issuer bid on March 16, 2022.
Pursuant to the NCIB, Frontera may purchase up to 4,787,976 Common Shares during the 12-month period commencing March 17, 2022, and ending March 16, 2023, representing approximately 10% of the Company's "public float" (as calculated in accordance with the TSX rules) as at March 7, 2022. As at 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. There are no persons acting jointly or in concert with the Company in respect of the NCIB.
The average daily trading volume of the Common Shares was 117,083 Common Shares over the period between September 1, 2021 and February 28, 2022. Consequently, daily purchases through the facilities of the TSX will be limited to 29,270 Common Shares, other than block purchase exceptions.
Frontera believes that, from time to time, the market price of its Common Shares may not fully reflect the underlying value of its business, future prospects and financial position. In such circumstances, Frontera may purchase for cancellation outstanding Common Shares, thereby benefitting all shareholders by increasing the underlying value of the remaining Common Shares.
In connection with its NCIB, Frontera has entered into an automatic share purchase plan (the "Plan") with its designated broker, BMO Nesbitt Burns Inc. ("BMO"), to facilitate the purchase of Common Shares under the NCIB. The Plan allows for purchases by the Company of its Common Shares at any time, including, without limitation, when the Company would ordinarily not be permitted to make purchases due to regulatory restriction or self-imposed blackout periods. Purchases will be made by BMO based upon the parameters prescribed by the TSX and the terms of the parties' written agreement. The Plan has been pre-cleared by the TSX and will be implemented at the time the NCIB commences.
Purchases subject to the NCIB will be carried out pursuant to open market transactions through the facilities of the TSX or alternative trading systems, if eligible, by BMO on behalf of Frontera in accordance with the Plan and applicable 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 under the NCIB will be returned to treasury and cancelled.
The Company's indenture, dated as of June 21, 2021, pursuant to which US$400 million aggregate principal amount of 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. However, based on other provisions of the Indenture, the Company is not currently restricted from completing the purchases under the NCIB.
Under its normal course issuer bid that will expire on March 16, 2022, Frontera sought and obtained approval from the TSX to repurchase for cancellation 5,197,612 Common Shares. As at March 7, 2022, Frontera 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 oil and natural gas in South America, including related investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets with interests in 34 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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Cautionary Note Concerning Forward-Looking Statements
This news 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 Shares pursuant to the NCIB). All information other than historical fact is forward-looking information.
Forward-looking information reflects the current expectations, assumptions and beliefs of the Company based on information currently available to it.
Although the Company believes that the assumptions inherent in the 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 that are similar to other oil and gas companies and some that are unique to the Company. The actual results may differ materially from those expressed or implied by the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to realize the anticipated benefits of the NCIB; the risk that the market price of the Common Shares will be too high to ensure purchases under the NCIB will benefit Frontera and its shareholders; a failure to execute purchases under the NCIB; general economic, market and business conditions; stock market volatility; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 2, 2022, its management's discussion and analysis for the year ended December 31, 2021, and other documents it files from time to time with securities regulatory authorities describe the risks, uncertainties, material assumptions and other factors that could influence actual results and such factors are incorporated herein by reference. Copies of these documents are available without charge by referring to 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 may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.
SOURCE Frontera Energy Corporation