Kinjal and International Frontier Resources Announce EXMAR NV as a Strategic Gas Infrastructure Partner and Shareholder, the Successful Approval of the Reverse Takeover, and Provide Corporate Update
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Calgary, Alberta--(Newsfile Corp. - October 26, 2026) - International Frontier Resources Corporation (TSXV: IFR) ("IFR") and Kinjal Corporation ("Kinjal") are pleased to announce that IFR shareholders voted overwhelmingly in favor of all resolutions presented at IFR's annual general and special meeting held on October 23, 2026 (the "Meeting"), including the previously announced reverse takeover of IFR by Kinjal (the "RTO Transaction") with 99.91% of votes cast in favor of the transaction.
IFR and Kinjal have also received conditional approval from the TSX Venture Exchange (the "Exchange") for the RTO Transaction and the listing of the common shares of the resulting issuer as a TSX.V Tier 1 Oil and Gas Company, which is expected to be named Kinjal Gas Ltd. following completion (the "Resulting Issuer"). Completion and listing remain subject to final Exchange acceptance and the other outstanding conditions described below.
EXMAR Shareholding
EXMAR NV ("EXMAR"), listed on Euronext Brussels, is a shareholder and investor in Kinjal. Through its affiliate Exmar Netherlands BV, EXMAR holds 3,426,800 Kinjal shares, representing approximately 12.5% of Kinjal's issued and outstanding shares before the RTO Transaction. EXMAR is a fully integrated maritime company specializing in transportation and floating infrastructure, with roots dating back to 1829. EXMAR has a long track record of pioneering LNG, offshore and LPG solutions, and operates a modern fleet of advanced floating LNG and offshore units and LPG and ammonia carriers. EXMAR's subsidiary, Exmar Offshore Company ("EOC") is a premier engineering, design and project services company providing comprehensive support from early concept development through detailed design.
Management Commentary
Warren Levy, Kinjal's CEO, commented, "Shareholder approval and conditional Exchange approval are important steps towards bringing Kinjal's Mexican gas business to the public market. EXMAR was brought on board by Kinjal on the strength of its corporate financial capabilities and has the right to appoint a director to Kinjal's Board. Our focus remains on satisfying the outstanding conditions and preparing to develop the assets responsibly once the transactions are completed."
Tony Kinnon, IFR's CEO, commented, "We thank IFR shareholders for their support of the Kinjal transaction and look forward to completing the proposed combination. Upon completion, Kinjal will offer shareholders ownership in a diverse package of both lower risk and high growth Mexican natural gas assets managed by a team with deep experience in the Mexican oil and gas sector."
Shareholder Approval
In addition to the RTO Transaction, shareholders approved the related corporate resolutions, including the consolidation of IFR's common shares, the change of name to Kinjal Gas Ltd., the continuance of IFR from Alberta to Ontario, the proposed board of the Resulting Issuer and the omnibus equity incentive plan. The resolutions and the RTO Transaction are described in IFR's management information circular dated October 1, 2026 (the "Information Circular"), available under IFR's profile on SEDAR+ at www.sedarplus.ca. The changes associated with the RTO Transaction remain subject to its completion and the applicable approvals.
Outstanding Conditions to Completion
Completion of the RTO Transaction, the Mexican Asset Transactions and the approval to list the common shares of the Resulting Issuer remain subject to final Exchange acceptance and the satisfaction or waiver, where permitted, of the other conditions described in the Information Circular and previous announcements. These include the required Mexican regulatory and third-party approvals and consents, completion of the related asset transactions, the release of the equity financing proceeds from escrow and satisfaction of the conditions for drawing under the previously announced credit facility. For all of the Mexican Asset acquisitions, all relevant applications have been submitted and are in process by Pemex and the government authorities in Mexico. The Company is working diligently to ensure these approvals are obtained as quickly as possible.
In addition, the Company, IFR, and Research Capital Corporation, on behalf of a syndicate of agents, have agreed to extend the escrow release deadline of the previously issued subscription receipts of Kinjal and subscription receipts of IFR from October 28, 2026, to December 15, 2026.
About Kinjal
Kinjal is a private oil and gas company incorporated under the laws of Ontario and focused on Mexican upstream oil and gas opportunities. Kinjal intends to pursue the previously announced acquisitions and farm-in transactions involving Misión, Tecolutla/Tonalli and the CS.06 and A10.CS blocks.
About International Frontier Resources Corporation
International Frontier Resources Corporation is a Canadian publicly traded oil and gas company focused on the acquisition and development of energy assets. Through its Mexican subsidiary, Petro Frontera S.A.P.I. de C.V., IFR has been advancing petroleum and natural gas assets in Mexico.
IFR's shares are listed on the Exchange under the symbol IFR.
For Further Information Contact
Kinjal Corporation - Warren Levy, wlevy@kinjalgas.com
International Frontier Resources Corporation - Tony Kinnon, tkinnon@internationalfrontier.com
Completion of the RTO Transaction and the Mexican Asset Transactions remains subject to final Exchange acceptance and the other outstanding conditions described above. There can be no assurance that the transactions or the listing will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Information Circular or in subsequent public filings made in connection with the RTO Transaction, any information released or received with respect to the RTO Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of IFR should be considered highly speculative.
The Exchange has in no way opined upon the merits of the proposed RTO Transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking information") within the meaning of applicable securities laws. Statements other than statements of historical fact may be forward-looking information. Words such as "may", "will", "expects", "intends", "anticipates", "believes" and similar expressions may identify forward-looking information. In this release, forward-looking information includes statements concerning completion of the RTO Transaction and the Mexican Asset Transactions; final Exchange acceptance and the listing of the Resulting Issuer's common shares; the proposed name change, consolidation, continuance and governance changes; EXMAR's expected ownership and the effectiveness and use of its financial-capability support; the release and availability of financing; and the Resulting Issuer's planned operations and development of the Mexican assets.
Forward-looking information reflects IFR's and Kinjal's current expectations and assumptions they believe are reasonable. These include satisfaction or permitted waiver of closing conditions; receipt and continued effectiveness of required approvals and consents; completion of the transactions on the contemplated terms; effectiveness and adequacy of EXMAR's support; availability of financing; counterparty performance; and availability of personnel, services, equipment and infrastructure. Other assumptions concern commodity prices, exchange and interest rates, royalties, taxes and the regulatory, fiscal, political and operating environment in Mexico.
Forward-looking information is inherently uncertain and subject to known and unknown risks and other factors that could cause actual results or events to differ materially from those expressed or implied. These include failure to satisfy closing or financing conditions; delay or failure to obtain final Exchange acceptance, Mexican governmental approvals or PEMEX and other third-party consents; failure to complete the RTO Transaction or the Mexican Asset Transactions; changes to the proposed capitalization or support arrangements; counterparty non-performance; adverse capital-market conditions; changes in the availability or cost of financing; fluctuations in commodity prices and exchange and interest rates; changes in laws, taxes or government policy; and operational, environmental, geological and technical risks inherent in the oil and natural gas industry. The availability of qualified personnel, equipment and services and the retention of key management also present risks.
Additional risks are described in the Information Circular and IFR's other disclosure documents available on SEDAR+ at www.sedarplus.ca. The foregoing lists are not exhaustive. Actual results and future events may differ materially from those anticipated, and readers should not place undue reliance on forward-looking information. This information is given as of the date of this release and is expressly qualified by these cautionary statements. IFR and Kinjal undertake no obligation to update or revise it, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
Other Cautionary Statements
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This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
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