Gran Tierra Energy, Inc. Gran Tierra Energy Inc. Announces Sale Of 218,012,500 Petrotal Shares For Gbp21.67 Million
December 14 2020 - 1:45AM
UK Regulatory
TIDMGTE
CALGARY, Alberta, Dec. 14, 2020 (GLOBE NEWSWIRE) -- Gran Tierra Energy
Inc. ("Gran Tierra" or the "Company") (NYSE
American:GTE)(TSX:GTE)(LSE:GTE) today announced a financial update.
Key Highlights:
-- On December 11, 2020, Remus Horizons PCC Limited (the "Acquiror") entered
into a private agreement with Gran Tierra Resources Ltd. ("GTRL"), a
wholly owned subsidiary of Gran Tierra, providing for the purchase by the
Acquiror of 218,012,500 common shares (the "PetroTal Shares") of PetroTal
Corp. (the "Issuer") (the "Purchased Shares") at a price of GBP0.099385
per Purchased Share, for an aggregate purchase price of approximately
GBP21,667,172.00. Completion of the transaction is expected to occur on
or about December 18, 2020, subject to a number of conditions being
satisfied or waived by one or both of GTRL and the Acquiror.
-- The Purchased Shares represent approximately 26.7% of the issued and
outstanding PetroTal Shares as of December 11, 2020. GTRL currently owns
246,100,000 PetroTal Shares, representing approximately 30.15% of the
issued and outstanding PetroTal Shares as of December 11, 2020. Upon the
closing of the transaction, GTRL will own 28,087,500 PetroTal Shares,
representing approximately 3.44% of the issued and outstanding PetroTal
Shares as of December 11, 2020. The remaining 28,087,500 PetroTal Shares
are subject to escrow pursuant to the TSX Venture Exchange escrow
requirements imposed in connection with the Issuer's reverse take-over
transaction completed in December 2017.
-- For additional information, refer to "Early Warning Disclosure" in this
press release.
Message to Shareholders
Gary Guidry, President and Chief Executive Officer of Gran Tierra,
commented: "As part of our ongoing commitment to a disciplined financial
strategy, with a focus on balance sheet protection and long-term value
preservation, we decided to sell the majority of our PetroTal shares.
Manolo Zuniga and the entire team at PetroTal have done an excellent job
developing the Bretana oil field in Peru and navigating through these
very challenging and volatile times in the industry. With a strong board
and executive management team in place, PetroTal is positioned to add
value for many years to come."
Early Warning Disclosure
The following disclosure is provided pursuant to National Instrument
62-103 -- The Early Warning System and Related Take-Over Bid and Insider
Reporting Issues in connection with the filing of an early warning
report regarding GTRL's disposition of the Purchased Shares.
On December 11, 2020, the Acquiror entered into a private agreement with
GTRL providing for the purchase by the Acquiror of the Purchased Shares
at a price of GBP0.099385 per Purchased Share, for an aggregate purchase
price of GBP21,667,172.3125. Completion of the transaction is expected
to occur on or about December 18, 2020, subject to a number of
conditions being satisfied or waived by one or both of GTRL and the
Acquiror. The Purchased Shares represent approximately 26.7% of the
issued and outstanding PetroTal Shares as of December 11, 2020. GTRL
currently owns 246,100,000 PetroTal Shares, representing approximately
30.15% of the issued and outstanding PetroTal Shares as of December 11,
2020. Upon the closing of the transaction, GTRL will own 28,087,500
PetroTal Shares, representing approximately 3.44% of the issued and
outstanding PetroTal Shares as of December 11, 2020. The purchase price
is C$0.167633 per Purchased Share for an aggregate purchase price of
C$36,546,089.4125, in each case based on the Bank of Canada daily
exchange rate on December 11, 2020. GTRL is disposing of the Purchased
Shares for investment purposes. GTRL may, depending on market and other
conditions, or as future circumstances may dictate, from time to time,
increase or dispose of some or all of the existing or additional
securities it holds or will hold in the Issuer, or may continue to hold
its position in the Issuer. The Issuer, GTRL and Gran Tierra Energy
International Holdings Ltd. ("GTEIHL") are parties to an investor rights
agreement dated December 18, 2017 (the "Investor Rights Agreement")
pursuant to which GTRL and GTEIHL were granted the right to nominate
certain directors to the board of directors of the Issuer, certain
pre-emptive rights, certain registration rights and certain piggy-back
registration rights. The Investor Rights Agreement will terminate upon
closing of the transaction. GTRL understands that the Acquiror is
relying upon the private agreement exemption in section 4.2 of National
Instrument 62-104 -- Take-Over Bids and Issuer Bids ("NI 62-104") based
on the following facts: (a) the acquisition of the Purchased Shares by
the Acquiror is being made from not more than five persons in the
aggregate; (b) the bid was not made generally to holders of PetroTal
Shares and there are more than five holders of the PetroTal Shares; (c)
there is a published market for the PetroTal Shares; and (d) the value
of the consideration to be paid for the Purchased Shares by the Acquiror
is not greater than 115% of the market price of the PetroTal Shares as
of December 11, 2020 as calculated pursuant to NI 62-104. The Issuer's
head office is located at 11451 Katy Freeway, Suite 500, Houston, Texas,
United States 77079. The PetroTal Shares are traded on the TSX Venture
Exchange and the AIM. The Acquiror is a company organized under the laws
of Guernsey located at Ground Floor, Cambridge House, Le Truchot, St
Peter Port, Guernsey GY1 1WD. A copy of the early warning report with
additional information in respect of the foregoing matters will be filed
and made available on the Issuer's SEDAR profile at www.sedar.com. To
obtain a copy of the early warning report, you may also contact Ryan
Ellson, Chief Financial Officer of Gran Tierra and a director of GTRL at
(403) 767-6501.
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 focused on oil and natural gas exploration
and production in Colombia and Ecuador. The Company is focused on its
existing portfolio of assets in Colombia and Ecuador and will pursue new
growth opportunities throughout Colombia and Latin America, leveraging
our financial strength. The Company's common stock trades on the NYSE
American, the Toronto Stock Exchange and the London Stock Exchange 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 Securities and Exchange Commission filings are available
on the SEC website at http://www.sec.gov and on SEDAR at
http://www.sedar.com and UK regulatory filings are available on the
National Storage Mechanism website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Forward-Looking Statements and Legal Advisories:
This press release contains opinions, forecasts, projections, and other
statements about future events or results 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 financial outlook and forward
looking information within the meaning of applicable Canadian securities
laws (collectively, "forward-looking statements"), including statements
related to Gran Tierra's expectations regarding the timing of the
completion of the transaction and the satisfaction or waiver of certain
conditions, the Issuer's position in the future, Gran Tierra's balance
sheet protection and long-term value preservation and Gran Tierra's
potential future actions with respect to securities of the Issuer. Any
statements contained in this press release that are not statements of
historical fact may be deemed to be forward-looking statements. Words
such as "will," "intends" and similar expressions are intended to
identify these forward-looking statements. There are a number of
important factors that could cause Gran Tierra's results to differ
materially from those indicated by these forward-looking statements,
including risks and uncertainties related to the satisfaction or waiver
of closing conditions related to the transaction. There can be no
assurance that Gran Tierra will be able to complete the proposed
transaction on the anticipated terms, or at all. Additional risks and
uncertainties relating to Gran Tierra and its business can be found 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 Quarterly Report for the quarter ended
September 30, 2020 and Annual Report on Form 10-K for the year ended
December 31, 2019 and its other filings with the SEC. These filings are
available on the SEC website at http://www.sec.gov and on SEDAR at
http://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 the
Company 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
securities laws. Gran Tierra's forward-looking statements are expressly
qualified in their entirety by this cautionary statement.
(END) Dow Jones Newswires
December 14, 2020 02:45 ET (07:45 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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