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Parex Resources Inc. ("Parex" or the "Company") (TSX: PXT,OTC:PARXF) is pleased to announce that it has agreed to issue US$500 million aggregate principal amount of senior unsecured notes due 2031 (the "Notes") in a private placement offering (the "Offering").
The Notes were priced at par and will bear interest at a rate of 8.50% per annum and mature on May 11, 2031.
The closing of the Offering is subject to customary closing conditions and is expected to close on May 11, 2026.
The net proceeds of the Offering, after payment of the initial purchasers' fees and estimated offering expenses, will be deposited into an escrow account pending satisfaction of certain escrow release conditions, including the consummation of the previously announced acquisition of Frontera Energy Corporation's exploration and production assets in Colombia (the "Frontera Transaction") in all material respects in accordance with the arrangement agreement governing the Frontera Transaction (the "Arrangement Agreement"). Upon satisfaction of the escrow release conditions, the net proceeds will be released from the escrow account and Parex intends to use such net proceeds to fund the cash portion of the consideration for the Frontera Transaction, and to pay fees and expenses in connection with the Frontera Transaction and the Offering. Any net proceeds not used for such purposes will be used for general corporate purposes. The Frontera Transaction is expected to close in Q2 2026, subject to the satisfaction of customary closing conditions.
The Notes are being offered through a syndicate of initial purchasers with Deutsche Bank Securities, Itaú BBA, Santander and Scotiabank as Global Coordinators & Joint Bookrunners, alongside BMO Capital Markets as Passive Bookrunner, and BBVA and Bladex as Co-Managers.
No Offer or Solicitation
This news release does not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor shall there be any sale of Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the Notes under the securities laws of any such jurisdiction. The Notes will be issued in reliance on the exemption from the registration requirements provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and, outside of the United States, only to non-U.S. persons, as defined under and in compliance with Regulation S under the Securities Act, and in compliance with applicable securities laws of the local jurisdiction. None of the Notes have been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States or to or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. In addition, the Notes have not been and will not be qualified for distribution to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.
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 Kruchten
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 press release contains forward-looking statements that involve substantial known and unknown risks and uncertainties. The use of any of the words "expect", "intend", "anticipate", "plan" 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 press release include, but are not limited to: the final terms of the Notes; the anticipated timing for closing of the Offering; the expected timing of closing of the Frontera Transaction; the terms of the escrow arrangements in connection with the Offering; and the intended use of net proceeds from the Offering. These forward-looking statements are subject to numerous risks and uncertainties, including but not limited to: satisfaction of the conditions to closing the Offering and the Frontera Transaction; general business, market and economic conditions; risks associated with capital and debt markets; and other risks as set forth in Parex's Management's Discussion and Analysis and Annual Information Form for the year ended December 31, 2025. Readers are cautioned that the foregoing list of factors is not exhaustive. These forward-looking statements are based on certain key assumptions regarding, among other things, the ability of Parex and Frontera Energy Corporation to satisfy all conditions to closing of the Frontera Transaction on the timing anticipated and current and future economic and financial conditions and expected future developments. Although the forward-looking statements contained in this news release 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. These forward-looking statements are made as of the date of this news release 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.
