Gran Tierra Energy Inc.
(“
Gran Tierra”
or
the “
Company”
) (NYSE
American:GTE) (TSX:GTE) (LSE:GTE) announced today that it
has completed the previously announced 1-for-10 reverse stock split
(the
“reverse stock split”) of the Company’s
common stock, par value $0.01 per share. The reverse stock split
was previously approved by the Company’s board of directors in
February 2023 and by the Company’s stockholders at the annual
meeting of stockholders on May 3, 2023.
The Company filed an amendment to its
certificate of incorporation to effectuate the reverse stock split
as of 12:01 a.m. Eastern Time on May 5, 2023, and the Company’s
common stock will begin trading on a split-adjusted basis as of the
opening of trading on May 5, 2023, on the NYSE American and the
London Stock Exchange (“LSE”). On May 5, 2023,
trading on the Toronto Stock Exchange (“TSX”) will
occur on an unconsolidated basis under the former CUSIP number,
with trading on a split-adjusted basis under the new CUSIP number
beginning on the TSX as of the opening of trading on May 8, 2023.
Following the applicable effective date on each stock exchange,
shares of the Company’s common stock will continue to trade on the
NYSE American and TSX with a new CUSIP number (38500T 200), and on
the LSE with a new ISIN number (US38500T2006), in each case under
the symbol “GTE”.
As a result of the reverse stock split, every
ten (10) of the Company’s issued shares of common stock were
automatically combined into one issued share of common stock,
without any change to the par value per share. This reduced the
number of issued and outstanding shares of common stock from
approximately 333.0 million shares to approximately 33.3 million
shares. The Company’s outstanding options were proportionately
adjusted to increase the exercise price and reduce the number of
shares issuable upon exercise.
If, as a result of the reverse stock split, a
stockholder was otherwise entitled to a fraction of a share of
common stock in respect of the total aggregate number of
pre-reverse stock split shares held by such stockholder, no such
fractional shares were awarded. The aggregate number of
post-reverse stock split shares of common stock that such
stockholder is entitled to was, if the fraction was less than half
a share, rounded down to the next nearest whole number of shares,
and if the fraction was at least half of a share, rounded up to the
nearest whole number of shares, with all shares of common stock
held by a beneficial holder being aggregated.
The reverse stock split affected all holders of
common stock uniformly and did not affect any shareholder’s
percentage ownership interest in the Company, except as a result of
the treatment of fractional shares. The reverse stock split did not
have any direct impact on the market capitalization of the Company,
nor modify any voting rights or other terms of the common
stock.
Stockholders with shares held in book-entry form
or through a bank, broker, or other nominee were not required to
take any action and will see the consequence of the reverse stock
split reflected in their accounts on or after May 5, 2023. Such
beneficial holders may contact their bank, broker, or nominee for
more information.
The Company’s transfer agent, Odyssey Trust
Company ("Odyssey"), is acting as the exchange
agent for the reverse share split. In connection with the reverse
share split, Odyssey has sent a letter of transmittal to registered
shareholders which will enable them to exchange their old share
certificates for a Direct Registration System Advice/Statement,
representing the number of new post-reverse share split common
shares they hold, in accordance with the instructions provided in
the letter of transmittal. Registered shareholders will be able to
obtain additional copies of the letter of transmittal through
Odyssey. Until surrendered, each share certificate representing
pre-reverse share split common shares will represent the number of
whole post-reverse share split common shares to which the holder is
entitled as a result of the reverse share split.
Non-registered beneficial holders holding their
common shares through intermediaries (securities brokers, dealers,
banks, financial institutions, etc.) will not need to complete a
letter of transmittal and should note that such intermediaries may
have specific procedures for processing the reverse share split,
including the treatment of fractional shares. Shareholders holding
their common shares through an intermediary and who have any
questions in this regard are encouraged to contact their
intermediary.
Contact Information
For investor and media inquiries please
contact:
Gary Guidry
President & Chief Executive Officer
Ryan Ellson
Executive Vice President & Chief Financial
Officer
Rodger Trimble
Vice President, Investor Relations
+1-403-265-3221
info@grantierra.com
About Gran Tierra Energy
Inc.
Gran Tierra Energy Inc. together with its
subsidiaries is an independent international energy company
currently focused on oil and natural gas exploration and production
in Colombia and Ecuador. The Company is currently developing its
existing portfolio of assets in Colombia and Ecuador and will
continue to pursue additional growth opportunities that would
further strengthen the Company’s portfolio. The Company’s common
stock trades on the NYSE American, the TSX and the LSE under the
ticker symbol GTE. Additional information concerning Gran Tierra is
available at www.grantierra.com. Information on the Company’s
website does not constitute a part of this press release. Investor
inquiries may be directed to info@grantierra.com or (403)
265-3221.
Gran Tierra’s U.S. Securities and Exchange
Commission (“SEC”) filings are available on the SEC website at
www.sec.gov. The Company’s Canadian securities regulatory filings
are available on SEDAR at www.sedar.com and UK regulatory filings
are available on the National Storage Mechanism (“the NSM”) website
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Gran
Tierra's filings on the SEC, SEDAR and the NSM websites are not
incorporated by reference into this press release.
Forward-Looking Statements
This press release contains statements about
future events that constitute forward-looking statements within the
meaning of the United States Private Securities Litigation Reform
Act of 1995, Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
and forward-looking information within the meaning of applicable
Canadian securities laws (collectively, “forward-looking
statements”). These forward-looking statements are based on certain
assumptions made by Gran Tierra based on management's experience
and other factors believed to be appropriate. Gran Tierra believes
these assumptions to be reasonable at this time, but the
forward-looking statements are subject to risk and uncertainties,
many of which are beyond Gran Tierra’s control, which may cause
actual results to differ materially from those implied or expressed
by the forward-looking statements. Among the important factors that
could cause actual results to differ materially from those
indicated by the forward-looking statements in this press release
are the risk factors detailed from time to time in Gran Tierra's
periodic reports filed with the Securities and Exchange Commission,
including, without limitation, under the caption “Risk Factors” in
Gran Tierra’s Annual Report on Form 10-K for the year ended
December 31, 2022 filed February 21, 2023 and its other filings
with the SEC. These filings are available on the SEC website at
http://www.sec.gov and on SEDAR at www.sedar.com. All
forward-looking statements are made as of the date of this press
release and the fact that this press release remains available does
not constitute a representation by Gran Tierra that Gran Tierra
believes these forward-looking statements continue to be true as of
any subsequent date. Actual results may vary materially from the
expected results expressed in forward-looking statements. Gran
Tierra disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as expressly
required by applicable law.
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