Frontera Energy has entered into a definitive agreement with Geopark Limited for the divestment of Frontera Petroleum International Holdings B.V. for an equity value of up to $400 million, including $375 million payable upon closing and a $25 million contingent payment payable upon the achievement of certain development milestones, subject to customary closing adjustments. All financial amounts in this news release and in the Company's financial disclosures are in United States dollars, unless otherwise stated.

As a result of the Transaction, Frontera will emerge as a focused infrastructure company, anchored by its standalone and growing portfolio of infrastructure assets, including ODL and Puerto Bahia, while also retaining its interests in Guyana and certain other non‑Colombian assets. This portfolio represents a strategic asset within Colombia's energy value chain and will form the backbone of Frontera's post‑transaction business, generating an estimated 2025 Distributable Cash Flow of approximately $77 million.

Pursuant to the agreement, GeoPark will acquire 100% of Frontera's Colombian upstream business, which consists of all of Frontera's oil and gas exploration and production assets in Colombia, the reverse osmosis water treatment facility ("SAARA") and the palm oil plantation ("Proagrollanos"). Following completion of the Transaction and subject to shareholder approval, Frontera intends to distribute to shareholders approximately $370 million (CAD$7.18 per share)(1), the details of which will be communicated prior to the shareholder meeting.

The equity purchase price of $400 million represents a 25% premium to the 90-day VWAP, and a 18% premium to the current stock price of Frontera. However, the Transaction involves the E&P assets alone. Including cash resources on hand plus a conservative $150 million valuation for the Infrastructure Business (at a 4x multiple to 2025E Distributable Cash Flow), the implied stock price of CAD$10.67, is a premium for our shareholders in excess of 60% over Frontera's closing stock price as of today.

(1) Based on 69,535,349 common shares outstanding as of December 31, 2025.

Gabriel de Alba, Chairman of the Board of Directors, commented:
"The Board and management have focused on maximizing shareholder value unlocking approximately $1.1 billion, including over $480 million through dividends and buybacks. We have also positioned the Company to unlock further value through operational, strategic and debt reduction initiatives. The Transaction represents a significant step and the culmination of this multi-year, shareholder-focused strategy to surface and monetize value in the E&P business."

Orlando Cabrales, Chief Executive Officer (CEO), Frontera, commented:
"Following an exhaustive review of the Company's alternatives, we believe this Transaction crystallizes value for shareholders at an attractive premium for our Colombian E&P assets, converting exposure to oil prices into cash, and retaining upside through a standalone Infrastructure Business.

The additional Infrastructure Business upside will come from our interest in ODL and Puerto Bahía as the backbone of our post‑transaction Frontera. Our Infrastructure Business already generates Distributable Cash Flow of approximately $77 million (2025E), supported by a stable dividend stream from ODL and an attractive growth profile at Puerto Bahía, including LPG import facilities, an LNG regasification project, and containerized cargo expansion."

TRANSACTION DETAILS

Frontera and Geopark have entered into the agreement to affect the Transaction by way of a plan of arrangement under the Business Corporations Act (British Columbia). Following completion of closing, Frontera expects to distribute the net cash proceeds from the Transaction (after transaction costs, fees and expenses) to shareholders through a return of capital.

Total cash consideration is up to $400 million, comprising:

• $375 million payable at closing, subject to customary closing adjustments, of which $75 million has been deposited by Geopark into escrow; and
• $25 million contingent payment payable upon the achievement of specified development milestones within a period of up to 12 months following the Transaction's closing date.

Under the terms of the agreement, GeoPark will assume all the obligations under Frontera's $310 million of outstanding 2028 unsecured notes as well as the $80 million outstanding under Frontera's previously announced Chevron prepayment facility. The Transaction implies a firm value of $622 million for the acquired assets, comprising the cash consideration and the assumption of existing debt.

The transaction has an effective date of January 1, 2026, is anticipated to close in the second half of 2026 subject to customary closing conditions including, without limitation, receipt of Frontera's Shareholder approval in accordance with applicable corporate and securities laws, approval of the plan of arrangement by the British Columbia Supreme Court and receipt of required regulatory approvals. The Transaction is not subject to any financing condition and will be funded entirely through Geopark's existing liquidity, committed lines of financing and prepayment facilities.

The Transaction requires approval by at least 66 2/3% of the votes cast by Frontera's Shareholders present in person or represented by proxy at a special meeting of Frontera's Shareholders to be called to consider the Transaction (the "Frontera's Meeting"). The Frontera's Shareholder Meeting is expected to be held in April 2026, and further details will be provided in the near future.

FRONTERA INFRASTRUCTURE BUSINESS AND FRONTERA REMAINING ASSETS

Frontera retains full ownership of the Infrastructure Business, its interests in Guyana, and certain minor non‑Colombian assets. The Infrastructure Business will serve as the backbone of Frontera's post‑transaction portfolio and a core asset within Colombia's energy value chain, combining ODL's robust and predictable cash‑flow generation with Puerto Bahía's pipeline of strategic growth projects, offering a differentiated value proposition in the infrastructure space.

Frontera's Infrastructure Business includes the Company's 35% equity interest in the Oleoducto de los Llanos Orientales S.A. ("ODL") crude oil pipeline, through Frontera's wholly owned subsidiary, Frontera Pipeline Investment AG ("FPI"), and the Company's 99.97% equity interest in Sociedad Portuaria Puerto Bahia ("Puerto Bahia"). The business combines an attractive growth profile and is backed by a steady dividend stream from its investment in ODL, which combined with the Puerto Bahia Operating EBITDA has generated over $194 million in Distributable Cash Flows since 2023, including $77 million alone in 2025.

Puerto Bahia Highlights

• Centrally located Operations Hub in Cartagena Bay with unrestricted draft and direct hinterland access.
• Integrated liquids and general cargo operations with vast expansion area.
• Several near-term growth projects will enhance asset value and cash flow potential including LPG import facilities, an LNG regasification project, and containerized cargo expansion.

ODL Highlights

• Key midstream asset in Colombia, transporting ~30% of Colombian oil production and serving the Llanos area holding ~70% of Colombian proven crude oil reserves.
• Stable cash generation and strong market and operating position.
• Unique position to capture additional revenue streams from its area of influence.

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