MARKET WIRE NEWS

Parex Resources Announces Proposal to Acquire Frontera Energy's Colombian E&P Assets

MWN-AI** Summary

On February 23, 2026, Parex Resources Inc. announced a proposal to acquire Frontera Energy Corporation's Colombian upstream assets in an all-cash offer worth US$500 million, alongside the assumption of existing debt and an additional contingent payment of US$25 million. This proposal includes a substantial premium of US$125 million compared to Frontera’s previously announced acquisition agreement, which Parex anticipates the Frontera Board will recognize as a "Superior Proposal."

Imad Mohsen, President and CEO of Parex, emphasized that this acquisition aims to deliver immediate and enhanced value to Frontera and its shareholders. Parex, already one of the largest independent oil and gas operators in Colombia, seeks to strategically invest in opportunities that augment its portfolio. The existing partnership at VIM-1 provides Parex with valuable insights into Frontera's assets, which align well with its Colombia-focused growth strategy.

The merger of both companies’ portfolios would create the largest independent energy company concentrated on Colombian interests, leading to improved scale, capital efficiency, and robust free cash flow generation. Parex is confident that the successful completion of this acquisition will yield significant immediate benefits for shareholders of both entities and contribute positively to Colombia’s energy sector.

Parex Resources maintains its headquarters in Calgary, Canada, with operating offices in Bogotá, Colombia, and is publicly traded on the Toronto Stock Exchange as PXT. The company notes that statements regarding expectations for the proposal involve risks and uncertainties that could lead to actual results differing from predictions. As with all forward-looking statements, there is no assurance they will be realized.

MWN-AI** Analysis

Parex Resources’ recent proposal to acquire Frontera Energy’s Colombian E&P assets is a significant move that could shift the landscape of the Colombian oil and gas sector. The all-cash offer of US$500 million, alongside the assumption of debt and a contingent payment of US$25 million, represents a strategic bid that exceeds the current acquisition agreement by US$125 million. This premium indicates Parex's confidence in the inherent value of Frontera's assets and its commitment to consolidating its position as a leading independent operator in Colombia.

Investors should view this move positively, as it aligns with Parex's long-term growth strategy, showcasing its focus on substantial investments that enhance capital efficiency and free cash flow. The proposed combination of two robust portfolios positions Parex to leverage operational synergies, potentially leading to a more resilient business model amid fluctuating oil prices.

Moreover, Parex’s familiarity with Frontera’s operations—bolstered by their existing partnership at VIM-1—suggests a smoother integration process, which could enhance the expected benefits of the transaction. If the Frontera Board agrees to classify this proposal as a “Superior Proposal,” it may not only provide immediate value but also establish a stronger market presence for Parex.

However, potential investors should remain cautious. The proposal is subject to board approval and market dynamics, which can impact the realization of anticipated synergies and gains. Speculative market behavior regarding the outcome of this acquisition could influence Parex's stock performance in the short term.

In conclusion, while the acquisition has strong growth potential, investors should monitor the situation closely, considering both the risks associated with board negotiations and broader market conditions in the energy sector. Current shareholders might consider this an opportune moment to reassess their positions based on the evolving nature of this acquisition.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

CALGARY, Alberta, Feb. 23, 2026 (GLOBE NEWSWIRE) -- Parex Resources Inc. (“Parex” or the “Company”) (TSX: PXT), announced today that it has submitted an acquisition proposal (the “Proposal”) to the Board of Directors (the “Frontera Board”) of Frontera Energy Corporation (TSX: FEC) to acquire all of Frontera’s Colombian upstream business in an all-cash offer for consideration of US$500 million, plus the assumption of debt, in addition to a contingent payment of US$25 million with terms that are substantially the same as the existing acquisition agreement previously announced. The Proposal represents a US$125 million premium compared to the existing acquisition agreement.

Imad Mohsen, President & Chief Executive Officer, said, “Our all-cash offer to acquire Frontera’s Colombian-based upstream business provides immediate and greater value for Frontera and its shareholders. Based on the premium offered, we expect that the Frontera Board will conclude that our Proposal will be a “Superior Proposal” as defined by the previously announced acquisition agreement. We look forward to further discussions with Frontera’s Board and Management team to finalize a transaction.”

As one of the largest independent oil and gas companies in Colombia, Parex is focused on strategically investing in opportunities that are accretive to its portfolio and aligned with a Colombia-focused growth strategy. The Company’s existing partnership at VIM-1 gives direct insight into Frontera’s assets and the exceptional quality of its people. A combination of both portfolios would immediately create the largest independent Colombian-focused energy company, delivering greater scale, enhanced capital efficiency, stronger free cash flow generation, and a more resilient platform for long-term growth.

Parex is confident a successful transaction would unlock significant and immediate value for shareholders at both companies and be a great win for Colombia.

About Parex Resources Inc.

Parex is one of the largest independent oil and gas companies in Colombia, focusing on sustainable, conventional production. The Company’s corporate headquarters are in Calgary, Canada, with an operating office in Bogotá, Colombia. Parex shares trade on the Toronto Stock Exchange under the symbol PXT.

For more information, please contact:

Mike Krutchen
Senior Vice President, Capital Markets & Corporate Planning
Parex Resources Inc.
403-517-1733
Investor.relations@parexresources.com

Steven Eirich
Senior Investor Relations & Communications Advisor
Parex Resources Inc.
587-293-3286
Investor.relations@parexresources.com

Advisory on Forward-Looking Statements

Certain information regarding Parex set forth in this document contains forward-looking statements that involve substantial known and unknown risks and uncertainties. The use of any of the words "expect", "believe", "anticipate" or other similar words, or statements that certain events or conditions "may" or "will" occur, are intended to identify forward-looking statements. These statements are only predictions, and actual events or results may differ materially. Many factors could cause actual events to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Parex. In particular, forward-looking statements contained in this document include, but are not limited to, statements with respect to the anticipated value of the Proposal for Frontera and its shareholders, the Frontera Board concluding that the Proposal will be a “Superior Proposal”, and the accretive value of the proposed transaction. These forward-looking statements are subject to numerous risks and uncertainties, including but not limited to, the Proposal not being considered by the Frontera Board to lead to a Superior Proposal and the risk that the anticipated benefits of the transaction may not be realized. Readers are cautioned that the foregoing list of factors is not exhaustive. Although the forward-looking statements contained in this document are based upon assumptions which Management believes to be reasonable, the Company cannot assure investors that actual events will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this document, Parex has made assumptions regarding, among other things, the actions of the Frontera Board. These forward-looking statements are made as of the date of this document and Parex disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

PDF available: http://ml.globenewswire.com/Resource/Download/6bc11ac6-0e68-4386-94d1-c21c3d1afeb7 


FAQ**

How might Parex Resources Inc PARXF's acquisition of Frontera Energy Corporation enhance its strategic position in the Colombian oil and gas market?

Parex Resources Inc's acquisition of Frontera Energy Corporation could enhance its strategic position in the Colombian oil and gas market by increasing operational scale, diversifying asset portfolios, and bolstering production capabilities while capitalizing on synergies between both companies.

What are the potential risks involved for Parex Resources Inc PARXF in assuming Frontera’s debt as part of the acquisition proposal?

The potential risks for Parex Resources Inc (PARXF) in assuming Frontera’s debt include increased financial leverage, potential cash flow strain due to debt servicing, exposure to fluctuations in commodity prices, and the possibility of underperforming assets impacting overall profitability.

Given the premium offered, how does Parex Resources Inc PARXF plan to justify its valuation of Frontera Energy to shareholders?

Parex Resources Inc. intends to justify its valuation of Frontera Energy to shareholders by demonstrating the strategic benefits of the acquisition, including enhanced operational synergies, increased production potential, and strong financial returns in the context of the premium offered.

How could the successful acquisition of Frontera Energy impact Parex Resources Inc PARXF's long-term growth strategy and cash flow generation?

The successful acquisition of Frontera Energy could enhance Parex Resources Inc.'s long-term growth strategy and cash flow generation by expanding its asset base, diversifying production, and increasing operational efficiencies in the competitive oil and gas sector.

**MWN-AI FAQ is based on asking OpenAI questions about Frontera Energy Corporation (TSXC: FEC:CC).

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