Zhone Technologies Announces Acquisition of DZS Assets
Launches as a global provider of Fiber Optic Broadband Solutions and Cloud Software Services
PLANO, Texas, May 5, 2025 /CNW/ - Zhone Technologies, Inc. ("Zhone" or the "Company") today announced the successful closing of its acquisition (the "Transaction") of substantially all of the assets of DZS Inc., DZS Services Inc. and DZS California Inc. (collectively, " DZS"), including all technology, intellectual property, lab facilities, IT systems, and certain customer and supplier contracts (the " DZS Assets") pursuant to an Asset Purchase Agreement dated as of April 22, 2025 among Zhone and the duly appointed trustee of the DZS Assets (the " Trustee"). The Transaction was completed on May 1, 2025, following the approval and entry of an order by the United States Bankruptcy Court for the Eastern District of Texas approving the sale of the DZS Assets to Zhone.
Clayton Zekelman, the Chairman and Chief Executive Officer of Zhone stated, "We are very excited to complete this strategic acquisition and we look forward to working collaboratively with all of the stakeholders of Zhone moving forward."
Mr. Zekelman added, "Our team has worked tirelessly within the United States Bankruptcy Court proceedings to reestablish and renew forward-looking partnerships with key third-party development (ODM) and contract manufacturers. These relationships are critical to securing vital silicon chip technology, manufacturing, IT systems, and globally established facilities that will support Zhone's long-term growth."
As part of the Transaction, Zhone also exercised its option to acquire all of the issued and outstanding shares of four international subsidiaries of DZS, specifically DZS International Inc., DZS Canada Inc., DZS Solutions India Private Limited, and NetComm Wireless Pty Ltd. (" NetComm") and is separately acquiring the assets of , NetComm pursuant to a separate administration proceedings in Australia (collectively, the " DZS International Subsidiaries").
The acquisition of the former DZS International Subsidiaries aligns with Zhone's broader strategic objective to acquire substantially all of the former DZS assets worldwide. The completion of these international transactions will not only facilitate reengagement of former DZS employees, but will also bolster Zhone's market-leading portfolio to include Fiber Extension Distribution Point Unit (DPU) solutions, Fixed Wireless Access (FWA) solutions, and next-generation WiFi Gateway and Access Point CPE solutions.
The acquisition of the DZS Assets and the DZS International Subsidiaries by Zhone, which was first announced via a letter of intent on April 7, 2025 by an affiliate of Zhone, positions the Company as a strong and financially stable global player in the fiber optic broadband industry. Zhone is now poised to leverage the leading technologies and innovations associated with DZS's Velocity TM Optical Line Terminal Systems (OLT), Saber TM Optical DWDM Transport & ROADM Systems, Helix TM Optical Network Terminals (ONT), WiFi Gateways (CPE) and Access Points (AP) as well as Zhone Xtreme TM Cloud Management, Automation and Orchestration Software portfolio.
The Company will be headquartered in Plano, Texas, and is committed to maintaining continuity of service for its valued customers, while focusing on the integration and advancement of key technology platforms. Additionally, the Company is actively working to rehire many of the current and former employees of DZS, ensuring that the talent and expertise of the predecessor organization is preserved and further expanded within Zhone .
Zhone's focused mission over the immediate term will be to execute and deliver by restoring its technical support services (Zhone Customer Care & Success Programs) to its well-established 25+ year customer base. A key priority will also be to reestablish supply chain operations in order to fulfill purchase order backlog and resume shipments to highly valued customers and channel partners who have remained committed and patient throughout the sale process for the DZS Assets. Following the successful execution of these initial priorities, Zhone will shift toward expansion and embracing new customers and forming strategic partnerships driven by continued innovation and solutions advancement. Zhone's strategic vision is centered on innovation, execution, and the continued development of cutting-edge products and services for the global fiber broadband market.
Advisors
Bennett Jones LLP and Dykema Gossett PLLC acted as counsel to Zhone Technologies, Inc.. Singer and Levick, P.C. acted as general counsel to the duly appointed Trustee, Grable Martin PLLC acted as special counsel to the Trustee for the Transaction, and Charlie Vogt of Normandy Lane LLC consulting and advisory services, and former CEO of DZS, acted as special consultant to the Trustee for the Transaction.
About Zhone Technologies, Inc.
Zhone Technologies, Inc. is a leading global provider of fiber optic broadband solutions and cloud software services. Zhone Technologies, Inc. aims to accelerate the growth of the FTTx and cloud software markets by leveraging over 25 years of technology innovation. The Company is headquartered in Plano, Texas, and serves a global customer base with a focus on innovative, high-performance solutions. The shareholder base of the Company brings with it over 25 years of experience in the international telecom industry and other leading industries, operational expertise, financial stability and a continued track record for advancing innovation.
SOURCE Zhone Technologies, Inc.
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Cision Canada
5 days ago
- Cision Canada
FRONTERA ENERGY CORPORATION ANNOUNCES INCREASE IN CONSIDERATION AND MAXIMUM TENDER AMOUNT, AND AMENDMENT TO CERTAIN OTHER TERMS OF THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
TORONTO, June 2, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the " Company" or " Frontera") hereby announces the changes set forth below to the Company's previously announced cash tender offer (the "Offer") and consent solicitation (the "Solicitation") of its outstanding 7.875% Senior Notes due 2028 (the "Notes"), made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (as amended prior to the date hereof, the " Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase. As of May 30, 2025, Holders of U.S.$124,134,000 aggregate principal amount of the Notes had either tendered their Notes or provided their standalone Consents in the Offer and the Solicitation, as follows: (i) Holders of U.S.$73,266,000 aggregate principal amount of the Notes had tendered their Notes; and (ii) Holders of U.S.$50,868,000 aggregate principal amount of the Notes had delivered their standalone Consents. Summary of the amendments to the Offer and Solicitation: The Maximum Tender Amount will be increased from U.S.$65 million to U.S.$80 million (the " Amended Maximum Tender Amount"). The Consent Payment for consents validly delivered at or prior to 5:00 p.m, New York City time, on June 9, 2025 (the " Extended Early Tender Date and Consent Deadline") will be increased from U.S.$15.00 for each U.S.$1,000 principal amount of Notes to an aggregate amount of U.S.$8 million, to be divided pro rata among all tendering and consenting Holders (the " Amended Consent Payment") in the Offer and Solicitation in aggregate. Based on the percentage of the aggregate principal amount of Notes (i) that are validly tendered pursuant to the Offer and (ii) in respect of which standalone Consents are delivered pursuant to the Solicitation, the pro rata Amended Consent Payment will be approximately between U.S.$20.70 and U.S.$41.50 per U.S.$1,000 principal amount of Notes. The consideration for each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline, and accepted for purchase pursuant to the Offer, will be increased from U.S.$700.00 to U.S.$720.00 (the " Amended Tender Consideration"). Additionally, the Amended Tender Consideration will be modified such that Holders that validly tender their Notes and deliver their Consents at or prior to the Extended Tender Date and Consent Deadline and whose Notes are accepted for purchase will receive both the Amended Tender Consideration and the Amended Consent Payment. Holders who (i) validly tender their Notes at or prior to the Extended Tender Date and Consent Deadline, but whose Notes are not accepted for purchase due to oversubscription of the Offer and (ii) validly deliver Consents but do not validly tender their Notes at or prior to the Extended Tender Date and Consent Deadline, will only receive a pro-rata share of the Amended Consent Payment. For illustrative purposes only, the table below sets forth the approximate Amended Tender Consideration and Amended Consent Payment, as the case may be, that each Holder whose Notes are accepted for purchase pursuant to the Offer and/or who validly delivers its Consent pursuant to the Solicitation will be entitled to receive, subject to the terms and conditions of the Offer and the Solicitation, assuming certain overall participation scenarios: __________ (1) To be divided pro-rata among all tendering or consenting holders. (2) Per U.S.$1,000 principal amount of Notes. This is the approximate pro rata share of the Amended Consent Payment expected to be payable to each tendering or consenting Holder. U.S.$6 million principal amount of Notes held by the Company and U.S.$8 million principal among of Notes held by the Catalyst Funds (as defined below) shall be excluded from purposes of calculating the Requisite Consents and the pro rata share of the Amended Consent Payment.. (3) Per U.S.$1,000 principal amount of Notes. This is the approximate pro rata share of the Amended Consent Payment expected to be payable to each tendering or consenting Holder. U.S.$6 million principal amount of Notes held by the Company and U.S.$8 million principal among of Notes held by the Catalyst Funds (as defined below) shall be excluded from purposes of calculating the Requisite Consents and the pro rata share of the Amended Consent Payment. 4. The treatment of minimum authorized denomination and the acceptance of tenders in the event that the Amended Tender Amount is oversubscribed will be as follows: Subject to the Amended Maximum Tender Amount, if the principal amount of Notes, after applying proration, results in (i) an acceptance of Notes in a principal amount of less than U.S.$200,000 and/or (ii) Notes in a principal amount of less than U.S.$200,000 being returned to the applicable Holder, the Company will accept the relevant electronic tender instruction in full. Holders who (i) validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York city time, on May 23, 2025 (the " Original Early Tender Date and Consent Deadline") and (ii) validly tender their Notes after the Original Early Tender Date and Consent Deadline but at or prior to the Extended Early Tender Date and Consent Deadline, and, in each case, whose Notes are accepted for purchase pursuant to the Offer, will be eligible to receive (a) both the Amended Tender Consideration and the Amended Consent Payment with respect to their Notes, subject to proration and certain conditions as set forth in the Offer to Purchase, and (b) accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Tender Settlement Date (as defined below). There will be no Total Consideration, Tender Offer Consideration or Consent Payment (as each of such terms is defined in the Offer to Purchase). The amount of Notes that may be purchased in the Offer is subject to the Amended Maximum Tender Amount. Tendered Notes will be subject to proration, with the proration factor depending on the aggregate principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline. For the avoidance of doubt, all Notes tendered after the Original Early Tender Date and Consent Deadline and at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Original Early Tender Date and Consent Deadline. Pursuant to the terms of the Offer, Holders may not tender their Notes without delivering their Consents to the Proposed Amendments to the Indenture governing the Notes. Holders who (i) validly delivered and did not validly revoke their Consents at or prior to the Original Early Tender Date and Consent Deadline and (ii) validly deliver their Consents after the Original Early Tender Date and Consent Deadline but at or prior to the Extended Early Tender Date and Consent Deadline, will be eligible to receive the Amended Consent Payment, irrespective of whether or not they tendered their Notes. All the amendments to the Offer and the Solicitation set forth herein are for the benefit of the Holders. Any Notes validly tendered or Consents validly delivered after the Withdrawal Deadline, which occurred at 5:00 p.m., New York City time, on May 23, 2025, may not be withdrawn. Consummation of the Offer and the Solicitation and payment for the Notes tendered and Consents delivered is subject to the satisfaction of certain conditions set forth in the Offer to Purchase, including obtaining the Requisite Consents to the Proposed Amendments under the Indenture governing the Notes. Except for the Financing Condition, these conditions have not yet been satisfied in full, and the Company has the right, in its sole discretion, to amend or terminate the Offer and/or the Solicitation at any time, and settlement for all Notes tendered and consents delivered at or prior to the Extended Early Tender Date and Consent Deadline is contingent on the satisfaction or waiver of these conditions. Settlement for the Notes validly tendered (and not validly withdrawn) and for Consents validly delivered (and not validly revoked) in each case, at or prior to the Extended Early Tender Date and Consent Deadline, up to the Amended Maximum Tender Amount, is expected to occur on June 11, 2025 (the " Tender Settlement Date"), subject to the satisfaction or waiver of the conditions referred to above. The Company reserves the right to further increase or decrease the Amended Maximum Tender Amount at its reasonable discretion, although no assurance can be given that the Amended Maximum Tender Amount will be further increased or decreased. Settlement of all tendered Notes will be subject to proration as set forth herein and in the Offer to Purchase. Unless otherwise amended as expressly described above in this press release, the terms and conditions of the Offer to Purchase remain the same. The terms and conditions of the Offer and the Solicitation are described in the Offer to Purchase, as supplemented and amended by this announcement. The Offer and the Solicitation are made by, and pursuant to the terms of, the Offer to Purchase, as supplemented and amended by this announcement, and the information in this announcement is qualified by reference to the Offer to Purchase. Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the " Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the " Information and Tender Agent"). Requests for documentation should be directed to the Information and Tender Agent at the offer website: Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer and the Solicitation are being made only pursuant to the Offer to Purchase. None of the Company, the Dealer Managers and Solicitation Agents or the Information and Tender Agent makes any recommendation as to whether Holders should tender or refrain from tendering their Notes or delivering their Consents. Holders must make their own decision as to whether to tender Notes (and, if so, the principal amount of Notes to tender) and/or deliver Consents. Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the " Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. As a result of the holdings of the Catalyst Funds, the Offer and the Solicitation are "related party transactions" of the Company as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators (" MI 61-101"). The Offer and the Solicitation will be exempt from the valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, respectively. The material change report dated May 15, 2025, filed by the Company in connection with the Offer and the Solicitation contains additional disclosure required under MI 61-101. The Company holds U.S.$6 million principal amount of the Notes. The Notes held by the Company are not subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds will not be considered outstanding for purposes of calculating the Requisite Consents to the Proposed Amendments. About Frontera: 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 strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner. This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, 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: failure to meet all conditions of the Offer and Solicitation (including the receipt of the Requisite Consents); level of participation in the Offer and Solicitation; the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at Any forward-looking statement 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 statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.


Globe and Mail
27-05-2025
- Globe and Mail
Townsquare to Participate in Upcoming Investor Conferences
PURCHASE, N.Y., May 27, 2025 (GLOBE NEWSWIRE) -- Townsquare Media, Inc. (NYSE: TSQ) ('Townsquare,' or the 'Company') announced today that Bill Wilson, Chief Executive Officer, Stuart Rosenstein, Chief Financial Officer, and Claire Yenicay, Executive Vice President, Investor Relations, will participate in two upcoming investor conferences. Barrington Research Virtual Spring Investment Conference Management will participate in the Barrington Research Virtual Spring Investment Conference on Thursday, May 29, 2025. Management will be available for one-on-one and small group meetings. Noble Capital Markets' Virtual Investor Conference Management will participate in Noble Capital Markets' Emerging Growth Virtual Equity Conference on Wednesday, June 4, 2025. The presentation will be held at 1:30 PM Eastern Time and will feature a fireside style Q&A session with questions welcome from the live virtual audience. Scheduled 1x1 meetings with management are also available for registered, qualified investor attendees. Attendees interested in viewing the live presentation can register for this event, at no cost, here: Virtual Equity Conference Registration. A video webcast of the presentation will be available following the event on the investor relations page of Townsquare's website at and as part of a complete catalog of presentations available on Channelchek, the investor portal created by Noble. The webcast will be archived on the Company's website and on for 90 days following the event. About Townsquare Media, Inc. Townsquare is a community-focused digital and broadcast media and digital marketing solutions company principally focused outside the top 50 markets in the U.S. Townsquare Ignite, our robust digital advertising division, specializes in helping businesses of all sizes connect with their target audience through data-driven, results based strategies, by utilizing a) our proprietary digital programmatic advertising technology stack with an in-house demand and data management platform and b) our owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data. Townsquare Interactive, our subscription digital marketing services business, partners with SMBs to help manage their digital presence by providing a SAAS business management platform, website design, creation and hosting, search engine optimization and other digital services. And through our portfolio of local radio stations strategically situated outside the Top 50 markets in the United States, we provide effective advertising solutions for our clients and relevant local content for our audiences. For more information, please visit and About Noble Capital Markets Established in 1984, Noble Capital Markets is an SEC / FINRA registered full-service investment bank and advisory firm with an award-winning research team and proprietary investor distribution platform. We deliver middle market expertise to entrepreneurs, corporations, financial sponsors, and investors. Over the past 40 years, Noble has raised billions of dollars for companies and published more than 45,000 equity research reports. About Channelchek Noble launched in 2018 – an investor community dedicated exclusively to public emerging growth companies and their industries. Channelchek is the first service to offer institutional-quality research to the public, for FREE at every level without a subscription. More than 7,000 public emerging growth companies are listed on the site, and content including equity research, webcasts, and industry articles.


Cision Canada
26-05-2025
- Cision Canada
FRONTERA ENERGY CORPORATION ANNOUNCES EARLY TENDER DATE RESULTS AND EXTENSION OF THE EARLY TENDER DATE AND CONSENT DEADLINE OF THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
TORONTO, May 26, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the " Company" or " Frontera") today announced that, as of 5:00 p.m., New York City time, on May 23, 2025 (the " Early Tender Date and Consent Deadline"), holders of U.S.$124,134,000 aggregate principal amount of its outstanding 7.875% Senior Secured Notes due 2028 (the " Notes"), had either tendered their Notes or provided their standalone Consents in the Company's previously announced cash tender offer (the " Offer") and consent solicitation (the " Solicitation"), made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (the " Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase. As of the Early Tender Date and Consent Deadline, the Requisite Consents to the Proposed Amendments have not yet been received. The Company hereby announces that it is extending the Early Tender Date and Consent Deadline (originally set at 5:00 p.m., New York City time, on May 23, 2025), until 5:00 p.m., New York City time, on June 9, 2025 (the "Extended Early Tender Date and Consent Deadline"), which will be the same date and time as the Expiration Time. Withdrawal rights for the Offer and the Solicitation expired at 5:00 p.m., New York City time, on May 23, 2025 (the " Withdrawal Deadline"). Notes that have been validly tendered and not validly withdrawn, and consents that have been validly delivered and not validly revoked, at or prior to the Withdrawal Deadline cannot be withdrawn, except as may be required by applicable law. Holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Date and Consent Deadline are eligible to receive the Total Consideration with respect to their Notes, which includes the Early Tender and Consent Payment, as described and subject to the conditions set forth in the Offer to Purchase, and accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Final Settlement Date (as defined below). Holders who validly tender their Notes at or prior to the Extended Early Tender Date and Consent Deadline and whose Notes are accepted for purchase pursuant to the Offer will also be eligible to receive the Total Consideration, and accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Final Settlement Date. There will be no separate Tender Offer Consideration. Any Notes validly tendered or consents validly provided on or after the Withdrawal Deadline may not be withdrawn. Consummation of the Offer and the Solicitation and payment for the Notes tendered and consents delivered is subject to the satisfaction or waiver of conditions set forth in the Offer to Purchase. These conditions have not yet been satisfied in full, and the Company has the right, in its sole discretion, to amend or terminate the Offer and/or the Solicitation at any time, and settlement for all Notes tendered and consents delivered at or prior to the Extended Early Tender Date and Consent Deadline is contingent on the satisfaction or waiver of these conditions. Notwithstanding the above, the Financing Condition has been satisfied, as announced by the Company on May 14, 2025. There will be no Early Settlement Date. Settlement for the Notes validly tendered (and not validly withdrawn) at or prior to the Extended Early Tender Date and Consent Deadline, up to the Maximum Tender Amount, is expected to occur on June 11, 2025 (the " Final Settlement Date"), subject to the satisfaction or waiver of the conditions referred to above. The Company reserves the right to increase or decrease the Maximum Tender Amount at its reasonable discretion, although no assurance can be given that the Maximum Tender Amount will be increased or decreased. Settlement of all tendered Notes will be subject to proration as set forth in the Offer to Purchase. For the avoidance of doubt, all Notes tendered after the Early Tender Date and Consent Deadline and at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Early Tender Date and Consent Deadline. Settlement for the consents validly delivered (and not validly revoked) without tendering Notes at or prior to the Extended Early Tender and Consent Deadline, is expected to occur on June 11, 2025 (the " Solicitation Settlement Date"), which is the same date as the Final Settlement Date. Unless otherwise amended as expressly described above in this press release, the terms and conditions of the Offer to Purchase remain the same. The terms and conditions of the Offer and the Solicitation are described in the Offer to Purchase, as supplemented and amended by this announcement. The Company's obligations to accept any Notes validly tendered and not validly withdrawn and to pay the Total Consideration for them, and the conditions to such obligations are set forth in the Offer to Purchase, as supplemented and amended by this announcement. The Offer and the Solicitation are made by, and pursuant to the terms of, the Offer to Purchase, and the information in this announcement is qualified by reference to the Offer to Purchase. Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the " Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the " Information and Tender Agent"). Requests for documentation should be directed to the Information and Tender Agent at the offer website: Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer and the Solicitation are being made only pursuant to the Offer to Purchase. None of the Company, the Dealer Managers and Solicitation Agents or the Information and Tender Agent makes any recommendation as to whether holders should tender or refrain from tendering their Notes or delivering their consents. Holders must make their own decision as to whether to tender Notes (and, if so, the principal amount of Notes to tender) and/or deliver consents. Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the " Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. The Company holds U.S.$6 million principal amount of the Notes. The Notes held by the Company are not subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds will not be considered outstanding for purposes of calculating the Requisite Consents to the Proposed Amendments. About Frontera: 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 strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner. Cautionary Note Concerning Forward-Looking Statements This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, 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: failure to meet all conditions of the Offer and Solicitation (including the receipt of the Requisite Consents); level of participation in the Offer and Solicitation; the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at Any forward-looking statement 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 statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.