This news release is issued pursuant to National
Instrument 62-104 – Take-Over Bids and Issuer Bids and 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.
Gran Tierra Resources Limited (the
"
Purchaser") an indirect wholly-owned subsidiary
of Gran Tierra Energy Inc. (NYSE American:GTE) (NYSE MKT:GTE)
(TSX:GTE) ("
Gran Tierra") hereby announces that
the Purchaser has purchased 11,000,000 subscription receipts
("
Subscription Receipts") of PetroTal Ltd.
("
PetroTal") at a price of US $1.00 per
Subscription Receipt, for a total consideration paid to PetroTal of
US $11,000,000. The Subscription Receipts were acquired as part of
a non-brokered private placement offering of 34,000,000
Subscription Receipts (the "
Offering"). Pursuant
to a subscription receipt agreement entered into between PetroTal,
Eight Capital Corp. and Computershare Trust Company, dated December
12, 2017, each Subscription Receipt is exchangeable for one common
share in the share capital of PetroTal ("
PetroTal
Shares") in connection with the closing of the Peru
Transaction (as defined below), without payment of additional
consideration or further action on behalf of the holder thereof.
The Purchaser acquired the Subscription Receipts
in connection with an arrangement agreement entered into between
PetroTal and Sterling Resources Ltd. (TSXV:SLG)(the
"Issuer") effective November 9, 2017 (the
"Arrangement Agreement") and a share purchase
agreement between the Issuer, PetroTal, Gran Tierra and an indirect
subsidiary of Gran Tierra, Gran Tierra Energy International
Holdings Ltd. ("GTEIH"), effective November 9,
2017 (collectively the "Peru Transaction")
pursuant to which GTIEH has agreed to sell certain assets to
PetroTal in exchange for 187,250,000 common shares of the Issuer
("Common Shares") issuable under the Arrangement
(as defined below), the whole as further described in the press
release of the Gran Tierra dated November 9, 2017. Pursuant to the
Arrangement Agreement and the related plan of arrangement (the
"Arrangement"), each PetroTal Share is expected to
be exchanged for 5.35 Common Shares on or around December 14,
2017.
Immediately after giving effect to the Offering,
the Purchaser does not hold any Common Shares, but holds 11,000,000
Subscription Receipts, which are expected to be exchanged for
11,000,000 PetroTal Shares, which in turn are expected to be
exchanged for 58,850,000 Common Shares, which are expected to
represent approximately 10.94% of the Common Shares immediately
following the completion of the Peru Transaction.
Following the completion of the Peru
Transaction, the Purchaser expects that it and GTEIH together will
hold 246,100,000 Common Shares, which the Purchaser expects will
represent approximately 45.77% of the issued and outstanding Common
Shares at that time.
In connection with the completion of the Peru
Transaction, the Purchaser expects to enter into an investor rights
agreement with the Issuer and GTEIH, pursuant to which, inter alia,
the Purchaser and GTEIH will together be granted the right to
nominate two directors to the board of the Issuer as well as
certain demand and piggy-back registration rights and certain
pre-emptive rights and the Purchaser and GTEIH will agree not to
exercise its voting rights over more than 30% of the issued and
outstanding Common Shares, the whole subject to the terms and
conditions set forth therein.
Following the completion of the Peru
Transaction, the Purchaser expects that its 187,250,000 Common
Shares, acquired under the Peru Transaction, will be deposited with
an escrow agent and subject to the terms of an escrow agreement,
substantially in the form required by the TSX Venture Exchange.
The Purchaser 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.
A copy of the early warning report filed by the
Purchaser in connection with the Offering is available on SEDAR,
located at www.sedar.com.
Contact InformationFor investor
and media inquiries please contact: Gary GuidryChief Executive
Officer
Ryan EllsonChief Financial Officer
Rodger TrimbleVice President, Investor
Relations
403-265-3221info@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. The Company
continues to pursue new growth opportunities, leveraging its
financial strength. The Company's common shares trade on the NYSE
American and the Toronto 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 a website maintained by the Securities and
Exchange Commission at http://www.sec.gov and on SEDAR at
http://www.sedar.com.
Forward Looking Statements and Legal
AdvisoriesThis 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"). The use of the
words "will", "expects" and "believes", derivations thereof and
similar terms identify forward-looking statements. In particular,
but without limiting the foregoing, this news release contains
forward-looking statements regarding the Peru Transaction and the
acquisition or disposition of the shares of PetroTal and the
Issuer.
The forward-looking statements contained in this
news release are based on certain assumptions made by the Purchaser
based on management's experience and other factors believed to be
appropriate. The Purchaser 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 the
Purchaser's control, which may cause actual results to differ
materially from those implied or expressed by the forward looking
statements. These include the factors discussed or referenced in
Gran Tierra's 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 filed March 1,
2017 and its subsequently filed Quarterly Reports on Form 10-Q.
These filings are available on a Web site maintained by the
Securities and Exchange Commission 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
the Purchaser that the Purchaser 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. The Purchaser 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.
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