Gran Tierra Exchangeco Inc. Announces Redemption of all Outstanding Exchangeable Shares and Exercise of Redemption Call Right...
May 01 2018 - 8:28PM
Gran Tierra Exchangeco Inc. (“GTE
Exchangeco”) (TSX:GTX), a subsidiary of
Gran Tierra Energy Inc. (“Gran
Tierra”) (NYSE American:GTE) (NYSE MKT:GTE)
(TSX:GTE), announces that it has established a redemption date of
July 5, 2018 (the “
Redemption
Date”) in respect of all of its outstanding
exchangeable shares (the “
Exchangeable
Shares”) and that Gran Tierra Callco ULC
(“
GTE Callco”) has elected to
exercise its overriding redemption call right to acquire all of the
outstanding Exchangeable Shares (other than Exchangeable Shares
held by GTE Callco) on the business day immediately prior to the
Redemption Date, being July 4, 2018.
On July 4, 2018, GTE Callco will acquire each of
the Exchangeable Shares not yet redeemed for shares of Gran Tierra
for purchase consideration of one share of Gran Tierra common stock
(“Gran Tierra Common Stock”).
Registered holders of Exchangeable Shares must
deliver their share certificates and accompanying documentation to
Computershare Investor Services Inc. in order to receive Gran
Tierra Common Stock.
Notice of the redemption of Exchangeable Shares
and the exercise by GTE Callco of its redemption call right and a
Letter of Transmittal, will be mailed to holders of Exchangeable
Shares. Copies of these documents will be filed on the Canadian
System for Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com under the profile of GTE Exchangeco. Holders of
Exchangeable Shares should follow the instructions in these
materials to ensure they receive the Gran Tierra Common Stock they
are entitled to receive.
After July 4, 2018, former holders of
Exchangeable Shares will not have any rights as holders thereof
other than the right to receive Gran Tierra Common Stock.
Holders of Exchangeable Shares may continue to
exercise their retraction rights and exchange their Exchangeable
Shares for Gran Tierra Common Stock at any time before July 4,
2018.
For additional information about how to exchange
their Exchangeable Shares before May 21, 2018, holders of
Exchangeable Shares should contact Computershare Investor Services
Inc. at 1-800-564-6253 or by e-mail to
corporateactions@computershare.com.
GTE Exchangeco intends to apply to the Toronto
Stock Exchange to have the Exchangeable Shares delisted after July
4, 2018. GTE Exchangeco also intends to apply to the applicable
securities regulatory authorities to cease to be a reporting issuer
after the Redemption Date.
The Exchangeable Shares were originally issued
to Canadian shareholders of Solana Resources Limited to defer
capital gains tax consequences of a plan of arrangement that
occurred in 2008. The redemption of the Exchangeable Shares
will generally be taxable in Canada to the extent the value of the
Gran Tierra Common Stock received on the Redemption Date exceeds
the shareholder's historic tax basis in the shares of Solana
Resources Limited. Redeeming shareholders should contact
their tax advisors regarding their particular tax consequences.
The NYSE American, NYSE MKT and TSX have not
reviewed and do not accept responsibility for the adequacy or
accuracy of the contents of this news release, which has been
prepared by management of Gran Tierra Exchangeco Inc.
About Gran Tierra Energy
Inc.
Gran Tierra Energy Inc. is an independent international energy
company focused on oil and natural gas exploration and production
in Colombia. Gran Tierra continues to pursue new growth
opportunities, leveraging its financial strength. The Gran Tierra
Common Stock trades 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. 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
Advisories:
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”). Such forward-looking statements
include, but are not limited to, GTE Exchangeco’s intentions to
apply to delist the Exchangeable Shares and cease to be reporting
issuer following the Redemption Date.
The forward-looking statements contained in this news release
are subject to risks, uncertainties and other factors that could
cause actual results or outcomes to differ materially from those
contemplated by the forward-looking statements, including, among
others: unexpected changes in general market and economic
conditions. Accordingly, readers should not place undue reliance on
the forward-looking statements contained herein. Further
information on potential factors that could affect Gran Tierra are
included in risks detailed from time to time 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 February 27, 2018
and its 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 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 securities laws. Gran
Tierra’s forward-looking statements are expressly qualified in
their entirety by this cautionary statement.
Contact
Information:
For investor and media inquiries please
contact:
Gary Guidry Chief Executive Officer
Ryan Ellson Chief Financial Officer
Rodger Trimble Vice President, Investor
Relations
403-265-3221info@grantierra.com
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