Gran Tierra Energy Inc. Announces Sale of 218,012,500 PetroTal Shares for GBP21.67 Million
December 14 2020 - 2:45AM
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 GuidryPresident & Chief Executive Officer
Ryan EllsonExecutive Vice President & Chief Financial
Officer
Rodger TrimbleVice 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.
Gran Tierra Energy (AMEX:GTE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Gran Tierra Energy (AMEX:GTE)
Historical Stock Chart
From Apr 2023 to Apr 2024