Frontera Energy Corporation

Morning, my name is Sergio and I'll be your conference facilitator today. Welcome to Frontera Energies First Quarter 2025 Operating and Financial Results Conference Call. All lines are currently on mute to prevent any background noise. I would like to remind you that this conference call is being recorded today and is also available through an audio webcast on the company's website. Following the speaker's remarks, there will be a time for questions. Analysts and investors are reminded that any additional questions can be directed to Frontera following today's call at ir at fronteraenergy.ca. This call contains forward-looking information within the meaning of applicable Canadian securities, plus relating to activities, events, or developments the company believes or expects will or may occur in the future. Forward-looking information reflects the current expectations, assumptions, and beliefs of the company based on information currently available to it. Although the company believes the assumptions are reasonable, forward-looking information is not a guarantee of future performance. Forward-looking information is subject to a number of risks and uncertainties that may cost the actual results of the company to differ materially from those discussed in the forward-looking information. The company's MDNA for the quarter ended March 31, 2025, and the company's annual information form dated March 10, 2025, and other documents it files from time to time with securities regulatory authorities describe the risk, uncertainties, material assumptions, and other factors that could influence actual results. Any forward-looking information speaks only as of the date on which it is made, and the company disclaims any intent or obligation to update any forward-looking information except as required by law. I will now like to turn the call over to Mr. Gabriel De Alba, Chairman of the Board of Frontera Energy. Please go ahead.

Thank you, operator. Good morning, everyone, and welcome to Frontera's first quarter 2025 Operating and Financial Results Conference call. Joining me on today's call are Orlando Cabrales, Frontera's CEO, Bernabuco Diaz, Frontera's CFO. Also available to answer questions at the end of the call, we have Victor Vega, VP, Field Development, Reservoir Management and Exploration, Alejandra Bonilla, General Council, Ivana Revalo, VP Operations, and Renata Campagnaro, VP Marketing, Logistics, and Business Administration. Thank you for joining us. Frontera remains focused on the delivery of its strategic objectives and generating value for shareholders. In the first quarter, the company generated $83.5 million in operating EBITDA, recorded $27.5 million in net income, $13.6 million in income from operations, produced $28.6 million of adjusted infrastructure EBITDA, and maintained a strong balance sheet, finishing the quarter with a total cash balance of $199.8 million. The board is advancing on the strategic path for maximizing shareholder value, including on the infrastructure assets. The next step is to the recapitalization of its investments in the ODL pipeline through a new $220 million non-recourse secured loan and the development of key growth projects at Puerto Bahía. The recapitalization will deliver approximately $115 million in process to Frontera today after the refinancing of existing debt, while maintaining future upside potential from this key transportation asset in Colombia. Importantly, the financing excludes Puerto Bahía from the security package, providing Puerto Bahía greater flexibility to secure independent financing for new strategic growth projects. We would like to thank Goldman Sachs for their advice as the board reviewed various alternatives. Frontera remains open to consider all options to surface the value of its assets and enhance shareholder value, including potential future strategic transactions involving its infrastructure business, which include a potential LNG import facility in Puerto Bahía. Regarding the ODL recapitalization, Frontera announced that it intends to commence a substantial issue bid to purchase up to $65 million of the company's outstanding shares. Further, the company has also launched this morning a $65 million capped tender and consent solicitation for its 2028 senior and secured loans. These efforts are consistent with the company's strategy of returning capital to its stakeholders. The company is also declaring its quarterly dividend of $0.0625 per share, or $3.5 million in aggregate, and plans to commence its NCIB program once the announced substantial issue bid is completed. Assuming full uptake of this SIB and capped tender, the company will have returned $190 million to its stakeholders since 2024 through normal course issue bids, substantial issue bids, declared dividends, and bond buybacks. Looking ahead, Frontera will continue to consider similar investor-focused initiatives in 2025 and beyond, including potential additional dividends, distributions, shares, or bond buybacks, based on the overall results of the business, oil prices, and the company's cash flow generation. Additionally, the company will consider all options to enhance the value of its common shares in the short term, and in so doing may consider other strategic initiatives or transactions. I'd like now to turn the call over to Orlando Cabrales, Frontera's CEO, and René Burgos, Frontera's CFO, who will share their views on our first quarter results.

Orlando?

Thank you, Gabriel. Good morning, everyone, and thank you for joining us for today's call. Frontera's first quarter financial results in our Colombian and Ecuador upstream onshore business are in line with expectations, despite some unforeseen challenges, which resulted in lower than expected quarterly production due to delays in the heavy oil assets drilling campaign, lower than expected water handling at Sahara, natural declines, as well as greater need of well interventions in our light and medium blocks that have since been addressed. Despite these challenges, our second quarter production has been strong, with estimated average daily volumes of approximately 42,400 VOE per day in May, due in part to increased water handling volumes to 130,000 bottles of water per day at our Sahara water treatment plant. The company remains confident it will deliver its full year average production guidance of 41,000 to 43,000 VOE per day. During the first quarter, the company drilled 13 development wells at our Keefa and CP6 blocks in Colombia and completed well workovers at 36 others. On the exploration front, our focus remained on the lower Magdalena Valley and Janos basins in Colombia during the first quarter. At the Cachicamo block, we finished drilling the Papillo One well, and it's currently producing approximately 130 VOE per day. And we also finished drilling the Greta Norte One well in February, which was deemed not commercial, and the well will be blocked and abandoned. At the BIM One block, discussions with authorities and communities continue ahead of drilling the Idra One well in the second half of this year. In addition, the company is also engaged in pre-seismic and pre-drilling activities related to social and environmental studies in the Janos 99 and BIM 46 blocks. In Ecuador, at the Espejo block, the Espejo Sur V3 well remains on long-term tests and is producing 380 barrels per day cross. The company continues to evaluate development options. Given the current lower oil price environment and global market volatility, we remain focused on the things we can control. Our strategy ensures that we have a stronger, profitable, and more resilient company. Proteta is proactive by identifying additional operational improvements, reducing capital spending, and seeking greater cost and process efficiencies across our business, while delivering our production targets and optimizing cash flow generation. In our standalone and growing Colombian infrastructure business, which includes the company's interest in ODL, we generated an adjusted infrastructure fee bid down of $28.6 million during the quarter. ODL transported over 236,000 barrels of oil per day and declared a $151 million dividend of $52.9 million net to Proteta, paying 50% of this amount in March 2025. These results highlight the strong cash generation capacity of our strategic infrastructure in business. At Puerto Bahía, we remain focused on starting up the Refical Connection project. With construction effectively complete, we aim to transport our first volumes through the connection in the third quarter of this year. Ongoing investment in the port, including the LPG, JB, with Gasco and Prezas Gasco, are progressing as planned. Additionally, we are also reviewing new investment opportunities to leverage the port's extra T location, existing facilities, and infrastructure buildout options for profitable long-term

growth,

such as a potential

LNG import facility. Regarding our

Guyana

exploration business,

on March 13th of this year, the company and CDX announced the receipt of a communication from the government of Guyana indicating that the government was terminating the petroleum agreement and canceling the PPL for the quarantine block offshore of Guyana. On March 26, 2025, Proteta sent a Notice of Intent to the government of Guyana alleging breaches of the United Kingdom-Guyana bilateral investment treaty and the Guyana Investment Act by the government of Guyana. The Notice of Intent initiated a three-month period for consultations and negotiations between the parties to resolve the dispute amicably. The JB remains firmly on the view that its interest in the quarantine block remains in place and in good standing. Should the parties not reach a mutually agreeable solution, the JB and its other stakeholders are prepared to assert their legal rights. At the end of this quarter, we sign a commitment letter for a $220 million non-recourse secure financing supported by Proteta's indirect interest in ODL and expect to enter into definite short term. The raw capitalization will allow us to distribute value to our investors while maintaining the upside of these key assets in Colombia. I would now like to turn the call over to René Burgos, Fronteras CFO. Thank you Orlando and thank you Gabriel.

And good afternoon everybody. Thank you as always for your interest and support of the company. I'd like to take a moment to highlight a few key financial aspects of our quarterly results. For the first quarter, the company recorded an income of $27.5 million or $0.35 per share. The company's net income includes roughly $13.6 million of operating income and $15.1 million from share of income from associates, the ODL investment. These were offset primarily by approximately $26.6 million in deferred income tax expense and $17.3 million in final expenses. Our operating EBITDA for the quarter was approximately $83.5 million dollars compared to $113 million in the prior quarter. This is primarily the result of lower sales volume partially offset by slightly higher sales volume compared to the previous quarter. I'd like to take a moment to talk about our key per barrel indicators associated to our realized prices and costs. During the quarter, our weighted average brand sales price was $74.35. During the quarter, the company also witnessed lower average best-cona differentials on export sales of $4.38 as compared to $5.44 the prior quarter. The company's net margin for purchase of purchased crude net margin was $3.71, higher than the $3.42 for the prior quarter. The -over-quarter variance was the result of increased demand for diluent and fuel use for energy per barrel. We also saw a significant increase in the overall cost of production, energy, and transportation per barrel for the quarter totaled $27.74. This compares to $24.30 for the prior quarter and $26.77 for Q1 2024. Increased -over-quarter production cost was primarily a result of the impact of lower -over-quarter production as well as higher well intervention activities during the quarter. Energy cost also increased in the quarter mainly related to carbon credit purchases, an important part of our ESG strategy of offsetting our carbon footprint, and higher energy prices. Transportation costs had an increase as our SLS-1 increased tariffs for the OSENSA pipeline and the SLS-2 increased tariffs for the SLS-3. On our infrastructure business, as Orlando highlighted, adjusted EBITDA for the quarter was $28.6 million. This compares to $27.5 million in the fourth quarter. The -over-quarter increase was driven by positive results in the OLD segment due to the pipeline tariff increase and lower costs during the quarters. Audio volumes transported were 236,000 barrels per day, consistent with the previous quarter volumes. The year's total cap is for the quarter was $46.7 million lower than both Q4 2024 and Q1 2024 levels. Our capex included the drilling of 13 development wells in KEEFA and

CP6

and

well interventions at 36 others. We also had two exploration wells in Colombia and the Cachicamo block

as discussed

by Orlando.

As of March 31, 2025, the company reported a total cash position of $199.8 million, including $170.1 million of unrestricted cash and cash equivalent. Turning now to risk management, our current risk management strategy supports our operations and planning. PRMTRA uses derivative instruments to manage exposure to oil prices and effects of oscillating. On the oil side, the company has entered into hedges, successfully securing up to a 40% hedging ratio until June 2025, a 20% hedging ratio for its July and August net production at a $70 brim strike price, protecting against the drop in oil prices. PRMTRA also covered 40% of the company's expected peso exposure until the third quarter of 2025 and 20% of its exposure through the fourth quarter with floors at over the 4,200 peso level. Both these hedges provide the company with cash availability and help mitigate the impact of price fluctuations while also allowing the business to deliver on its 2025 targets. With respect to our 2025 financial targets, we would like to remind our investors that within our MD&A materials, we provide a detailed breakdown of our guidance, including sensitivity to the impact of our operating EBITDA at different oil price scenarios. Turning over to our infrastructure strategic review, we would also like to highlight some of the details of the ODL interest recapitalization transaction. As Amanda alluded, the company has signed a commitment letter with my part group and expects to raise $220 million in non-RECORE secure financing supported by the cash flows from PRMTRA's direct interest in ODL. As a result of recapitalization, PRMTRA will receive approximately $115 million in proceeds and will exclude Puerto Valladares from the security package. As our chairman highlighted, as we complete this first important step, the ODL recapitalization, the focus of PRMTRA remains to surface the value of its infrastructure assets. PRMTRA remains open to considering all options, including a potential future separation of the infrastructure business and other strategic transactions, which could include a potential LNG import facility in Puerto Valladares. We would like to thank Goldman Sachs for their advice as the board reviews these various alternatives. Finally, I'd like to provide an update on our investor value initiatives. Year today, in 2025, the company repurchased $1 million of its 2028 unsecured notes. As mentioned in our first release, PRMTRA has also paid approximately $7 million in dividends year today. Together with this results announcement, the board has declared a quarterly dividend of $0.0625 per share of Canadians payable to show this record as of July 3, 2025, to be paid on or around July 17, 2025. Regarding the company's substantial issuer bids, or SIPs, from Terra Pay in January, 42 million Canadians in SIPs. The SIP was widely participated and successful with an over 90% participation rate. We also announced today, and subject to the closing of the financing related to the ODI recapitalization, the intention to commence a new substantial issuer bid, through which the company will offer to purchase up to $65 million of its common shares for cancellation at a fixed price per share. The terms of the new SIP, including pricing, will be determined in the course, and the company's price... ...is now exiting. ...study will be completed in July 2025. The SIP will not be conditional upon any minimum number of shares being tendered, and will be subject to conditions customary for transactions of this nature. From Terra Conferences to Believe, this format is the most efficient means to distribute capital to all of our shareholders, and looks forward to the launching of this process in the next weeks. Additionally, we announced the launch of a cap, cash, tender, and consent solicitation for our 2028 senior notes. CUNSATA is offering to purchase up to $65 million of its notes. Along with the tender, the company launched a solicitation of consents to effect certain proposed amendments to the inventor governing the notes. The purpose of the tender offer and consent solicitation is to gain greater financial and operational flexibility, while simultaneously reducing the company's overall debt outstanding. Additionally, the company believes the proposed amendments shall permit the company to take certain actions, previously limited by certain restrictions in the notes in venture, including, but not limited to, allowing for additional receipts of payments, including those related to unrestricted subsidiaries, providing additional flexibility in managing working capital to support operational efficiency and financial resilience, increase the amount of pernicious indebtedness and liens, and reduce conditions and requirements limiting the company's ability to pursue strategic transactions that may enhance the issuers' growth and value, in each case without violating the provisions of the note in venture. The tender offer and consent solicitation will be subject to various conditions, including, without limitation, that the company shall have obtained debt financing under terms and conditions and yielding net cash proceeds reasonably satisfactory to the company. Requests for documentation of this transaction should be directed to the Information and Tender agents at the offer website, .sodali.com, backslash, fronterra. Questions regarding the offer or the solicitation should be directed to the Zilla managers, and solicitation agents, Citigroup, or eTable. More information can be found in this morning's press release. I would like to now turn the camera

back to Orlando. Thank you, René. Before I conclude today's call, I would like to highlight that on March 11 of this year, Fronterra was once again recognized by ETISphere as one of the world's most ethical companies. This is the fifth consecutive year that the company has received this distinction from ETISphere as a global leader in defining and advancing the standards of ethical business practices. Additionally, we also released our 2024 Sustainability Report, which highlights the progress we have made over the last years against our sustainability goals as we work towards a culture of corporate consciousness that allows us to state that we are committed to developing a sustainability strategy throughout our business to drive operational efficiency. Notably, we successfully achieved 100% of our 2024 sustainability goals, which is a testament to our commitment by all Fronterra employees to responsibly manage our business. Thank you. With that, I would like to conclude by saying thank you to Gabriel and René for the comments and thank you everyone for attending our call. I will now turn the call back to our operator who will

open up for questions.

Thank you.

Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press the star followed by the number one on your touchtone phone. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press the star followed by the number two. If you are using a speakerphone, please lift the handset before pressing any keys. We'll pause for

a moment to compile the Q&A roster. Your first question comes from

Peter

Bowley from Jeffreys.

Please go ahead.

Hi, thank you for the call and the opportunity for a question. Can you please clarify how much of ODL's annual dividend flow will be used or expected to be used to service this new debt being taken into recapitalization given the new loans, expected interest rate and AMRT profile? Thank you.

Hi, Peter. How are you? Thank you for joining the call. Effectively, we are securing the debt flows from ODL to the financing. So all of the cash flows associated with the ODL dividend will be used to service that new recapitalization

financing. Okay, thank you. Thank you. Your next question comes from Thomas

Clamka from Gramercy. Please go ahead.

Good morning, gentlemen. Can you talk a little bit about the infrastructure recap plan? The original plan, I believe, was to sell the infrastructure assets and now you're doing this asset financing instead. Can you talk about the thought process

that you took? How are you? Good, thank you. And look, I think that

we, you know, through the board, we conducted a very thorough and extensive process, as Gavir said, with the support of the Golden Team. After a review of the different alternatives, we believe that the best course of action is to pursue this ODL recapitalization, which allowed us to receive the most amount of cash proceeds associated with the potential transactions that were available while also retaining the equity of this business. I would like to point out that the ODL pipeline is one of the hidden gems within the ECOSPEDRON pipeline portfolio. It sits in the Giannos Basin, which covers roughly 70% of all the current 1P reserves in country. And it's basically one of the main arteries together with the CENSA feeding the crude oil in the country. So we believe there's the remain substantial upside there, and we believe that with this transaction, we unlock a partial of the value associated with the pipeline while retaining some of that upside. Similarly, now our focus turns into Puerto Bahia, and I think that both Gabriel and Orlando highlighted, you know, our next step is to continue with those efforts of maximizing value. And we believe there are several strategic projects that are in the maturing stage and ones that are in the close to completion stage that will continue to unlock value and generate a lot of cash for the company and its investors. So our focus now turns to continue to maximize that value. And I'll go to you,

or if you want

to add

something. No, I mean, the only thing I would add just to build on what Terenes said is that we remain absolutely open to consider all the opportunities, to enhance shareholder value. So including a potential separation of the infrastructure business and other strategic transactions involving the infrastructure business, which could include this potential LNG project that we are reviewing for the country. So that would be my only add to what Terenes said.

Okay. And the consensual solicitation you're doing for the 28th, is that needed in order to do these ODL financing or is that just to get additional flexibility away from this financing?

Both positions are separate. You know, I think that I would perhaps rephrase your question and answer differently, Tom, which is we are listening to what investors wanted. Investors have asked us to repurchase debt. You know, with these flows, the company has the capacity to utilize these flows to pay a dividend, but it has chosen to use this to distribute relatively equally to investors, to an SID, but also to a repurchase of debt. And in addition to that, we're seeking additional flexibility because we do believe that this is a unique opportunity for us to capture within the Columbia market, and we need to be thinking strategically at all times. So again, to answer your question, no, completely unrelated, but things are focused on maximizing value for all of our stakeholders.

Okay. Thank you very much. Thank you.

Your

next question comes

from Josh Young from Bison. Please go ahead.

Hey, guys. Thanks for taking my question. So just following up on the last question, I think it's great that you guys are doing the SID and the tender for the bonds. It makes a lot of sense to me. The thing that I don't understand and that I'm not sure you guys have effectively communicated is the logic around the unusual nature of the special issuer bids that you've done. I understand you might not be able to talk about the one you're about to do, but you can certainly answer questions on the ones that you did last year. The percent premium that was offered was extremely high relative to any other example we could find among Canadian issuers. And it would seem if you were trying to maximize the value for all stakeholders and shareholders that you would offer a lower premium and try to retire more shares via SID rather than offering such an extreme premium on repeated SIDs and retire fewer shares. Could you explain the logic behind that? Trying to understand a little better what the logic is of intentionally retiring fewer shares and losing some of that potential accretion.

Okay. That's a good question. And the answer speaks for itself. The reality is that 90% plus of our shareholders participated. So when you think about it, you know, even mathematically, everybody's getting the result. Our intention is to distribute the most amount of capital in the most efficient way. And you got to remember that there's also other considerations as capital is returned. That what we're seeking to do is to make it in the most friendly, less friction form. And we've identified the SID to be the most friendly and attractive form to do it. And, you know, to entice people to participate in SIDs, we found, and to a lot of them to participate in SIDs, is to offer a high premium. And we are indifferent now as to a lower rate because ideally what you want is every shareholder to participate. And I would call it 90 plus percent approval. Basically, most shareholders, all shareholders participating. Significantly

all of our shareholders are participating. Okay. Thanks. And then just

as a follow up on the bonds, again, I think it's a great idea for you guys to do a mix of buying back bonds at a huge discount. Was there a limit to how many bonds you were allowed to buy in the open market, given the very large discount they were trading at until this announcement? Or what's the logic on doing a tender for more rather than continuing to buy maybe a little more aggressively the bonds in the market? Thank you.

Sorry, Josh. I didn't quite understand that question, but let me see if I can try and answer. Because of, you know, the formal public nature of this, you know, there are certain limits of how you can hypothetically buy. But as to this one particular transaction, we're within those limits. And we believe this is an appropriate way for us to get everybody to participate and for us to be able to get, give the opportunity to every bondholder to participate rather than doing a piecemeal. What we try to do is also do a piecemeal, which I know has been a frustration for some of the investors, is we've struggled with the liquidity and the inability to purchase more because of that lack of liquidity. So all this to say, we believe this is the appropriate bidding to, or forum for us to offer a tender for investors. And second, when we thought about the amount and the rationale, again, we, like I said to Tom, we heard investors loud and clear. Investors wanted us to allocate some other portions of some of our strategic initiatives to investors that are bondholders as well.

So this is a call to that action. Great. Thank you. I appreciate it.

Thank you.

Your

next question comes

from Diego. Sorry, he withdrew his question. Your next question comes from Britt Sridhar from Caius Capital. Please

go ahead. Hello. Hi. Can you hear me? Sure.

I just had a question around, I guess, a range of valuations that you were seeing from the Goldman process for the ODL pipeline. I guess you probably can't give hard numbers, but I would be curious to see how far off the bids were versus this refinancing option.

I will tell you this transaction is a transaction that pays us the most and we think it's the most valuable. Actually, it relates to the ODL asset. Hello. Yep. Thanks. That's it for me. All right.

Ladies and gentlemen, if you would like to ask a question, please first start

with

number one, your telephone

keypad. There are no further questions at this time.

Should you have any further questions, please email IR at fronterraenergy.ca. This concludes the call for today. Thank you all for participating.