AGM 2022

May 18, 2022

Hello, and welcome to the annual and special meeting of shareholders of Frontera Energy Corporation. Please note that today's meeting is being recorded. During the meeting, we'll have a question and answer session. You could submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Orlando Cabrales Segovia, Chief Executive Officer. Mr. Segovia, the floor is yours. Good morning, and welcome to the 2022 Annual and Special Meeting of the Shareholders of Frontera Energy Corporation. My name is Orlando Cabrales Segovia, and I am the Chief Executive Officer and Director on Frontera's Board of Directors. In accordance with the company's articles, I will be acting as Chairman of today's meeting. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move and second all motions. I appoint Alejandra Bonilla, General Counsel and Secretary of the company, to act as Secretary of the meeting and record the proceedings. I would like to ask the Secretary to provide certain details of the meeting. Thank you, Orlando. Good morning. My name is Alejandra Bonilla, and I will act as Secretary for the meeting. This meeting of shareholders is called pursuant to the notice of meeting dated April 5th, 2022. We are constituting this meeting as an Annual and Special Meeting of the shareholders of Frontera Energy Corporation. Unless there is any objection, I will dispense with the reading of the notice of meetings. Copies of the Management Information Circular and other meeting material are available under the Company's profile on the SEDAR website. As this meeting is being held virtually via live audio webcast, it is necessary to set out a few guidelines for the orderly conduct of the meeting. First, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service or the virtual interface we're using to host today's meeting. Please note that there will be a slight delay in the publication of a communication received. Second, when asking a question, please indicate your name and which entity you represent, if any. Third, questions will generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting, provided that the questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Fourth, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders or duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. Fifth, when you are asked to vote, you will receive a message on the virtual interface we're using to host today's meeting requesting that you register your vote. You will only have a certain amount of time to do so when the polls are open. Appointment of scrutineers, notice of meeting, quorum, and constitution of meeting. The Chairman has appointed Computershare Trust Company of Canada, represented by Connor Brazell and Daniela Munoz as scrutineer for the meeting. As Secretary, I confirm that notice of this meeting was duly given in accordance with the British Columbia Business Corporations Act and the Company's article, and that a quorum of shareholders as prescribed by the Company's articles is present in person or represented by proxy. Therefore, this meeting is properly constituted for the transaction of business as may be properly brought before it. Our transfer agent, Computershare Trust Company of Canada, has attested to the proper mailing of a notice calling this meeting. There has been filed with me proof of service of such mailing provided by the company's transfer agent. The Chairman has directed that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. I also note that the report of the Scrutineer indicates that a sufficient number of proxies in favor of all motions have been lodged with the Scrutineer, and therefore, all proposed resolutions will be passed. The Chairman has directed that a formal report be annexed to the minutes of this meeting as a schedule. Notice having been properly given and a quorum being present, I declare the meeting to be regularly called and the meeting will now come to order. The first item of business is the presentation of the audited consolidated financial statements of the Company for the fiscal period ended December 31st, 2021, together with the Auditor's report to the shareholders hereon. Copies of such documents have been mailed to the shareholders who requested such statements. It is not proposed to read them to the meeting. The second item of business is setting the number of Directors at seven. The Articles of the Company provide that the number of Directors is to be fixed by an ordinary resolution of the shareholders. The Directors recommend that the number of Directors be fixed at seven. I move and second a motion to fix the number of Directors at seven. The next item of business is the election of Directors. The following seven individuals have been nominated for election as Directors of the Company for the ensuing year. Gabriel De Alba, Luis Fernando Alarcon Mantilla, W. Ellis Armstrong, Orlando Cabrales Segovia, Russell Ford, Veronique Giry, Rene Burgos Diaz. Each of the persons nominated has confirmed that he or she is prepared to serve as a Director. The Company has not received advance notice in accordance with the Company's advance notice policy of any other nominations. Accordingly, I declare nominations closed. Since there are no other nominations, I move and second a motion to elect the Directors. The next item of business is the appointment of Auditors. Ernst & Young LLP has been proposed for reappointment as auditors for the Company to hold office until the next annual meeting of shareholders at a remuneration to be fixed by the Board of Directors of the Company. I move and second that Ernst & Young LLP be appointed auditors of the Company until the next annual meeting of shareholders at a remuneration to be fixed by the Board of Directors of the Company. The next item of business is the Company's proposal to amend and restate the shareholders' rights plan of the Company. As set out in the Company's management information circular, the amendments are being made to, one, incorporate a definition of fiduciary into the plan and clarify that issuance to a Canadian resident fiduciary of rights or securities issuable on exercise of rights is permitted. Two, reflect the Company's change of head office address. Three, reflect certain other minor amendments of an administrative nature as further described in the circular. In order for the Shareholders' Rights Plan to be amended, continue in effect after the meeting and be fully accepted by the TSX, the Shareholders' Rights Plan must be approved by both a majority of the votes cast by shareholders at the meeting, and two, a majority of the votes cast by independent shareholders at the meeting. To the knowledge of the Company, Catalyst is the only shareholder that is not an independent shareholder. Accordingly, the 34,775,609 shares beneficially owned or controlled by Catalyst will be excluded from such vote. If the Amended and Restated Shareholders' Rights Plan is not approved at the meeting, the Rights Plan will terminate today, May 18, 2022, and the Company will no longer have any form of Shareholders' Rights Plan. I move and second that, A, the Amended and Restated Shareholders' Rights Plan Agreement entered into between the company and Computershare Trust Company of Canada, which amends and restates the Amended and Restated Shareholders' Rights Plan Agreement dated November 2, 2016 between the company and Computershare Trust Company of Canada on the terms filed on April 13, 2022, under the company's profile at www.sedar.com, be and is hereby confirmed and approved. B, the distribution and continued existence of the rights distributed pursuant to such Amended and Restated Shareholders' Rights Plan Agreement, be and the same is hereby approved, ratified, and confirmed. C, any Director or Officer of the Company be and is hereby authorized and directed for and on behalf and in the name of the Company to execute, deliver, and file all such further documents, authorizations, and instruments, and to take any and all such further action as he or she may in his or her sole discretion determine to be necessary or desirable in connection with or to carry out the provisions of the foregoing resolutions, the execution of such documentation, and the doing of such things to be conclusive evidence of such determination. D, the Board of Directors of the Company be and is hereby authorized, without further approval of or notice to the shareholders, to revoke this resolution at any time prior to the proposed effective date for such action. The final item of business is the Company's proposal to amend and restate the Equity Incentive Plan of the Company. As set out in the Company's Management Information Circular, the amendments are being made to increase the number of common shares available for issuance under the Equity Incentive Plan from 5,000,300 to 8,000,300 common shares, as further described in the Circular. I move and second that, A, as approved by the Board of Directors of the Company on March 29th, 2022, the amendments to the Equity Incentive Plan to increase the aggregate maximum number of common shares of the Company that may be issued upon the settlement of awards granted from 5,000,300 common shares of the Company to 8,000,300 common shares, and all unallocated rights and other entitlements issuable thereunder be and are hereby approved and authorized in accordance with the rules of the TSX. B, any Director or Officer of the Company be and is hereby authorized and directed for and on behalf and in the name of the Company to execute, deliver and file all such further documents, authorizations and instruments, and to take any and all such further action as he or she may, in his or her sole discretion, determine to be necessary or desirable in connection with or to carry out the provisions of the foregoing resolutions, the execution of such documentation and the doing of such things to be conclusive evidence of such determination. C, the Board of Directors of the Company be and is hereby authorized, without further approval of or notice to the shareholders, to revoke this resolution at any time prior to the proposed effective date for such action. As we mentioned, voting today will be conducted by electronic ballot. I will now ask that the balloting be open to registered holders and appointed proxy holders. The polls are now open, and at this point, all registered shareholders and proxy holders who have properly logged in with their control numbers and wish to vote will be able to see the instructions and all motions being brought forth at this meeting. For the motions to, one, set the number of directors at seven, two, approve the amendment and restatement of the shareholder rights plan, and three, approve the amendment and restatement of the equity incentive plan, please register your vote by accessing the Voting tab and selecting the For or Against buttons next to the motion. For the motions to, one, elect the proposed directors, and two, appoint the company's auditors and authorize the Board to fix their remuneration. Please register your vote by accessing the Voting tab and selecting the For or Withhold button next to the name of each proposed director and next to the resolution with respect to the appointment of Ernst & Young LLP as the company's auditors. We will provide registered shareholders and duly appointed proxy holders approximately one more minute to complete the electronic ballot. Once the electronic balloting closes, your vote will be automatically submitted. The polls are now closed. I have been advised by the Scrutineers that the ballots and proxies deposited for the meeting have been voted in favor of each of the resolutions. I further confirm that the Scrutineer reports that the motion to approve the Amended and the Restated Shareholders' Rights Plan has been duly carried by both a majority of the votes cast at this meeting and a majority of the votes cast by independent shareholders at this meeting. Accordingly, I declare each motion and resolution carried. I direct that the results of the polls be included with the minutes of this meeting and that the final results of the voting be announced in a press release in accordance with the policies of the TSX and filed on SEDAR. The formal items of business as set out in the Notice of Meeting have now been dealt with. I move and second that this meeting now terminate. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. I will now turn the meeting over to Alejandra Bonilla for a question and answer period. Any attendee who would like to ask a question is asked to use the instant messaging feature under the Q&A tab of the virtual interface to do so. When asking your question, you must state your name, the entity you represent, if any, and confirm you are a registered shareholder or a duly appointed proxyholder. As a reminder, please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. We will now give attendees a moment to type in their questions. For each question we answer, we will summarize the question and read out loud the name of the person who asked such question and, if applicable, the entity such person represents. We would like to remind you that the questions which were already answered or that are redundant or repetitive will not be published nor answered. There are no questions at this time. Should you have any further questions, please email ir@fronteraenergy.ca. This concludes the call. Thank you all for participating.