CGX Energy and Frontera Announce Strategic Guyana Joint Venture Agreement

Thursday 6 December 2018

CGX Energy Inc. and Frontera Energy Corporation announced that they have entered into a letter agreement to enable CGX to finance the drilling costs related to two shallow water offshore blocks in Guyana, currently 100% owned and operated by a subsidiary of CGX. The agreement also provides financial support as a critical step in a series of transactions that CGX is seeking to undertake in order to restructure its liabilities and provide for sufficient working capital to enable it to advance its offshore exploration projects in Guyana.

Under the terms of the letter agreement, Frontera and a wholly owned subsidiary of CGX, CGX Resources Inc., will enter into a farm-in joint venture agreement (the "JV Agreement") covering CGX's two shallow water offshore Petroleum Prospecting Licenses in Guyana, the Corentyne and Demerara Blocks. Final approval for the farm-in is required from the Government of Guyana. Upon completion of the agreement and receipt of regulatory approval for the farm-in, Frontera will acquire a 33.33% working interest in the two blocks in exchange for a US$33.3 million signing bonus. Frontera has agreed to pay one-third of the applicable costs plus an additional 8.333% of CGX's direct drilling costs for the initial exploratory commitment wells in the two blocks. CGX would be the operator with assistance from Frontera.

Pursuant to the letter agreement, Frontera and CGX have also agreed to arrangements to provide additional financial support for CGX. Upon the closing of the JV Agreement, CGX will repay Frontera approximately U.S.$17 million of debt which is currently in default and owing to Frontera. This debt will be extended to March 31, 2019 and is expected to be repaid earlier by way of an offset against the U.S.$33.3 million signing bonus payable to CGX referred to above. Frontera will extend its April 25, 2018 bridge loan through September 30, 2019 (which loan is currently in default with principal outstanding of U.S.$8,861,339 plus interest), and will seek regulatory approval to amend the terms to provide Frontera the ability to have the outstanding principal amount of the loan repaid in CGX common shares, at a conversion price of the U.S. dollar equivalent of CDN$0.29 per share, at any point on or before maturity of the loan. This option will allow CGX to enhance its liquidity. Frontera will also agree to guarantee an equity financing of CGX of up to U.S.$20 million, the terms of which CGX expects to announce within the next two weeks. No proceeds from the financing will be payable to Frontera. This financing will enable CGX to settle its U.S.$7,904,037 of liabilities with Japan Drilling Co., Ltd. as disclosed by CGX in its October 31, 2018 press release. The cumulative effect of the transactions if successfully completed would satisfy approximately U.S.$34.5 million of CGX's existing indebtedness and provide CGX with approximately U.S.$27.5 million of net cash. As a result of these transactions, Frontera could increase its ownership of outstanding common shares of CGX from its current ownership of approximately 45.6% (or 50,351,929 shares) to up to approximately 77.5% if no other shareholder participates in the equity financing and Frontera elects to exercise the conversion right attached to the bridge loan.

Corentyne Petroleum Agreement

The Corentyne block contains 1,125,000 net acres offshore Guyana in shallow water, adjacent to the ExxonMobil Stabroek block which has encountered nine discoveries since May 2015. The Utakwaaka well is required to be drilled by November 27, 2019 with an additional exploration well to be drilled by November 27, 2022.

Demerara Petroleum Agreement

The Demerara block contains 750,000 net acres offshore Guyana in shallow water, adjacent to the ExxonMobil Stabroek block which has encountered nine discoveries since May 2015. An exploration well is required to be drilled on the block by February 12, 2021 with a further exploration well by February 12, 2023.

The proposed transactions contemplated by the letter agreement remain subject to customary conditions, including the negotiation and execution of definitive agreements between Frontera and CGX and the requisite regulatory approvals. There is no guarantee that definitive agreements will be executed on the terms contemplated, or at all.

The transactions described herein between Frontera and CGX are related party transactions under Multilateral Instrument 61-101, but are exempt from obligations to obtain a formal valuation and approval from a minority of shareholders. The material change report to be filed by CGX in connection with this news release will contain required disclosure regarding such exemptions.