TransAtlantic Petroleum Ltd. (TSX: TNP) (NYSE
American: TAT) (the “Company” or “TransAtlantic”) held a special
meeting (the “Special Meeting”) of the holders of the Company’s
12.0% Series A convertible redeemable preferred shares (the “Series
A Preferred Shares”) on September 10, 2020.
Special Meeting of Holders of Series A
Preferred Shares – Final Voting Results
The Company held the Special Meeting of the
holders of the Series A Preferred Shares on September 10, 2020 to
(i) consent to short notice for the Special Meeting and waive any
applicable notice period required under the Certificate of
Designations for the Series A Preferred Shares or the Amended
Bye-laws of the Company (“Proposal 1”), and (ii) adopt and approve
the Agreement and Plan of Merger (the “Merger Agreement”), dated as
of August 7, 2020, by and among the Company, TAT Holdco LLC, a
Texas limited liability company (“Parent”), and TAT Merger Sub LLC,
a Texas limited liability company and wholly-owned subsidiary of
Parent (“Merger Sub”), pursuant to which the Company shall be
merged with and into Merger Sub with Merger Sub surviving as a
Texas limited liability company and wholly-owned subsidiary of
Parent (the “Merger”), the related form of statutory merger
agreement required in accordance with Section 105 of the Companies
Act 1981 of Bermuda, as amended, and the transactions contemplated
thereby, including the Merger (“Proposal 2”). For more information
about the Merger, see the Company’s Current Report on Form 8-K
dated August 4, 2020, filed with the Securities and Exchange
Commission (the “SEC”) on August 7, 2020. Each of Proposal 1 and
Proposal 2 was approved by 100% of the holders of the Series A
Preferred Shares.
About TransAtlantic
The Company is an international oil and natural
gas company engaged in the acquisition, exploration, development,
and production of oil and natural gas. The Company holds interests
in developed and undeveloped properties in Turkey and Bulgaria.
(NO STOCK EXCHANGE, SECURITIES
COMMISSION, OR OTHER REGULATORY AUTHORITY HAS APPROVED OR
DISAPPROVED THE INFORMATION CONTAINED HEREIN.)
Forward-Looking Statements
This news release contains statements concerning
the Company’s expectations, plans, goals, objectives, assumptions,
and information about future events, conditions, results of
operations, and performance that may constitute forward-looking
statements or information under applicable securities legislation.
Such forward-looking statements or information are based on a
number of assumptions, which may prove to be incorrect.
Although the Company believes that the
expectations reflected in such forward-looking statements or
information are reasonable, undue reliance should not be placed on
forward-looking statements because the Company can give no
assurance that such expectations will prove to be correct.
Forward-looking statements or information are based on current
expectations, estimates, and projections that involve a number of
risks and uncertainties which could cause actual results to differ
materially from those anticipated by the Company and described in
the forward-looking statements or information. These risks and
uncertainties include, but are not limited to, the occurrence of
any event, change, or other circumstances that could give rise to
the termination of the Merger Agreement; the inability to obtain
the requisite shareholder approval for the proposed Merger or the
failure to satisfy other conditions to completion of the proposed
Merger; risks that the proposed transaction disrupts current plans
and operations; the ability to recognize the benefits of the
Merger; the amount of the costs, fees, and expenses and charges
related to the Merger; the Company’s ability to continue as a going
concern; well development results; access to sufficient capital;
market prices for natural gas, natural gas liquids, and oil
products, including price changes resulting from coronavirus fears
as well as oil oversupply concerns; estimates of reserves and
economic assumptions; the ability to produce and transport natural
gas, natural gas liquids, and oil products; the results of
exploration and development drilling and related activities; the
effects of the coronavirus on the Company’s operations, demand for
oil and natural gas as well as governmental actions in response to
the coronavirus; economic conditions in the countries and provinces
in which the Company carries on business, especially economic
slowdowns; actions by governmental authorities; the unwinding of
the Company’s hedges against a decline in the price of oil; receipt
of required approvals; increases in taxes; legislative and
regulatory initiatives relating to fracture stimulation activities;
changes in environmental and other regulations; renegotiations of
contracts; political uncertainty, including sanctions, armed
conflicts, and actions by insurgent groups; outcomes of litigation;
the negotiation and closing of material contracts; and other risks
described in the Company’s filings with the SEC.
The forward-looking statements or information
contained in this news release are made as of the date hereof, and
the Company undertakes no obligation to update publicly or revise
any forward-looking statements or information, whether as a result
of new information, future events, or otherwise, unless so required
by applicable securities laws.
Additional Information and Where to Find
It
In connection with the proposed transaction, the
Company will file with the SEC a proxy statement on Schedule 14A.
In addition, certain participants in the proposed transaction will
prepare and file a Schedule 13E-3 transaction statement that will
include the proxy statement on Schedule 14A and may file or furnish
other documents with the SEC regarding the proposed transaction.
This press release is not a substitute for the proxy statement, the
Schedule 13E-3, or any other document that the Company may file or
furnish with the SEC. INVESTORS IN, AND SECURITY HOLDERS OF, THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS (INCLUDING THE SCHEDULE 13E-3) THAT ARE FILED OR
FURNISHED (OR WILL BE FILED OR FURNISHED WITH THE SEC), AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
When available, investors and security holders may obtain free
copies of the proxy statement, the Schedule 13E-3 and other
documents filed or furnished with the SEC by the Company through
the web site maintained by the SEC at www.sec.gov or by contacting
the Corporate Secretary at TransAtlantic Petroleum Ltd., c/o
TransAtlantic Petroleum (USA) Corp., 16803 Dallas Parkway, Addison,
TX 75001 or at (214) 220-4323.
Participants in the
Solicitation
The Company and its directors and executive
officers and other members of management and employees may, under
SEC rules, be deemed to be “participants” in the solicitation of
proxies from the Company’s shareholders in connection with the
proposed transaction. Information regarding the persons who may be
considered “participants” in the solicitation of proxies will be
set forth in the proxy statement and Schedule 13E-3 transaction
statement relating to the merger when it is filed with the SEC.
Information regarding directors and executive officers, including a
description of their direct interests, by security holdings or
otherwise, in the Company is contained in the Company’s definitive
annual meeting proxy statement filed with the SEC on April 20,
2020. You may obtain a free copy of this document as described in
under the heading “Additional Information and Where to Find It”
above. Investors may obtain additional information regarding the
direct and indirect interests of such potential participants in the
proposed transaction by reading the proxy statement, Schedule 13E-3
transaction statement, and the other relevant documents filed with
the SEC when they become available.
Contacts:
Tabitha BaileyVice President, General Counsel,
and Corporate Secretary(214) 265-4708
TransAtlantic Petroleum Ltd.16803 Dallas
ParkwayAddison, Texas
75001http://www.transatlanticpetroleum.com
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