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SORL Solana Res

132.50
0.00 (0.00%)
13 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Solana Res LSE:SORL London Ordinary Share CA8341281001 COM SHS NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 132.50 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Solana Resources Limited and Gran Tierra Energy Inc.

17/11/2008 7:00am

UK Regulatory


    Gran Tierra Energy Inc. and Solana Resources Limited announce completion of
business combination

    CALGARY, Nov. 14 /CNW/ - Gran Tierra Energy Inc. (AMEX: GTE; TSX: GTE)
and Solana Resources Limited (TSX-V: SOR; AIM: SORL) today announced that they
have completed the business combination of Gran Tierra and Solana.
    The boards of directors and the stockholders of both companies approved
the transaction, and all other regulatory and court approval requirements were
satisfied. Pursuant to the terms of the arrangement agreement announced July
29, 2008, each Solana shareholder received either (i) 0.9527918 of a common
share of Gran Tierra or (ii) 0.9527918 of a common share of Gran Tierra
Exchangeco, Inc., a Canadian subsidiary of Gran Tierra (an "Exchangeable
Share") for each common share of Solana held. The Exchangeable Shares: (i)
have the same voting rights, dividend entitlements and other attributes as
Gran Tierra common stock; (ii) are exchangeable, at each shareholder's option,
on a one-for-one basis, into Gran Tierra common stock; and (iii) will be
listed on the Toronto Stock Exchange on or about November 19, 2008 in
accordance with the Toronto Stock Exchange conditional approval. The
Exchangeable Shares will automatically be exchanged for Gran Tierra common
stock five years from closing, and in certain other events. The business
combination will be accounted for as an acquisition and the combined company
has approximately 263.1 million shares outstanding (on a diluted basis).
    Following closing of the business combination, Gran Tierra has become an
intermediate-sized producer with the following attributes:
   
    -   current production in excess of 11,600 barrels of oil equivalent per
        day (boe/d);
    -   estimated 2008 exit production in excess of 15,000 boe/d;
    -   working interest in 26 contract areas, 24 operated by Gran Tierra;
    -   an undeveloped land base of over 1.5 million net acres in Colombia,
        1.3 million net acres in Argentina and 3.4 million net acres in Peru;
    -   an extensive inventory of both exploration and development drilling
        prospects for potential future growth; and,
    -   a 100% working interest in the Costayaco Field, one of the largest
        light oil discoveries in recent years in Colombia.
  
    The combined company has cash on hand in excess of US$140 million and no
long-term debt. With its strong balance sheet, Gran Tierra believes that it is
well positioned for ongoing exploration and development work in its core areas
and for future growth.
    "This is another milestone in the growth of our company," commented Dana
Coffield, President and Chief Executive Officer of Gran Tierra. "In today's
economic environment, the combination of Gran Tierra Energy and Solana
Resources makes tremendous sense as we continue to strengthen our balance
sheet, expand our drilling portfolio, and continue to grow our reserves and
production, transforming Gran Tierra Energy into a premier intermediate oil
and gas exploration and production company. We have assembled a world-class
team of experienced international professionals with diverse skills and
abilities that is focused on delivering superior financial performance and
value creation for our shareholders," Coffield concluded.
    Mr. J. Scott Price, President and Chief Executive Officer of Solana,
added, "With a solid asset base, increasing production, strong drilling
prospects and no debt, the combined company is well positioned for growth."
    Pursuant to the terms of the Arrangement Agreement and as announced on
October 22, 2008, Solana has applied for suspension of its common shares from
trading on AIM with effect from 8:00 am (London time) on November 17, 2008,
and cancellation of the admission of Solana common shares on AIM to take
effect from 8:00 am (London time) on November 18, 2008. Solana has also
applied to have the Solana common shares delisted from the TSX Venture
Exchange effective November 17, 2008. Application will also be made to cause
Solana to cease to be a reporting issuer for the purposes of Canadian
securities laws.

    About Gran Tierra Energy Inc.

    Gran Tierra is an international oil and gas exploration and production
company operating in South America, headquartered in Calgary, Canada and is
incorporated in the United States. The company holds interests in producing
and prospective properties in Colombia, Argentina and Peru. The company has a
strategy that focuses on growing a portfolio of producing properties, plus
production enhancement and exploration opportunities to provide a base for
future growth. Gran Tierra trades on the American Stock Exchange under the
symbol "GTE" and on the Toronto Stock Exchange under the symbol "GTE".
    Additional information concerning Gran Tierra is available at
www.grantierra.com , on SEDAR (www.sedar.com) and with the Securities and
Exchange Commission (www.sec.gov).

    About Solana Resources Limited

    Solana is an international resource company engaged in the acquisition,
exploration, development and production of oil and natural gas. The company's
properties are located in Colombia, South America and are held through its
wholly owned subsidiary, Solana Petroleum Exploration (Colombia) Limited. The
Company is headquartered in Calgary, Alberta, Canada.
    Additional information concerning Solana is available at
www.solanaresources.com and on SEDAR (www.sedar.com)

    Forward Looking Statements

    The statements in this press release regarding Gran Tierra Energy's
estimated 2008 exit production rate, its belief that it is well positioned for
future growth and that it continues to strengthen its balance sheet, expand
its drilling portfolio, and continues to grow its reserves and production, its
expectations regarding the benefits of the combination with Solana, and the
quality of its drilling prospects are "forward-looking statements" within the
meaning of the U.S. federal and Canadian securities laws, including Canadian
Securities Administrators' National Instrument 51-102 Continuous Disclosure
Obligations and the U.S. Private Securities Litigation Reform Act of 1995. The
press release also includes information that has not been reviewed by the
independent auditors of Gran Tierra or Solana.
    The following factors, among others, could cause actual results to differ
materially from those set forth in the forward-looking statements: the risk
that unexpected transportation or other issues, such as guerilla activity that
has occurred sporadically in Colombia, will prevent the combined company from
realizing its expected 2008 year end exit production rate; the risk that the
businesses will not be integrated successfully, or that the integration will
be more difficult than expected, which could divert management's attention
from the growth aspects of the business; the risk that the cost savings and
any revenue synergies from the plan of arrangement may not be fully realized
or may take longer to realize than expected; and disruption from the
transaction may make it more difficult to maintain relationships with
regulatory agencies, employees or suppliers, which would harm its ability to
conduct the business efficiently and successfully.
    Additional factors that could cause results to differ materially from
those described in the forward-looking statements can be found in the periodic
reports filed by Gran Tierra with the Securities and Exchange Commission,
including in the section entitled "Risk Factors" in its Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November 6,
2008, and available at the Securities and Exchange Commission's internet site
www.sec.gov and on SEDAR at www.sedar.com, as well as Solana's continuous
disclosure documents filed on Solana's SEDAR profile at www.sedar.com.
    All forward-looking statements in this press release are expressly
qualified by information contained in each company's filings with regulatory
authorities and, subject to its obligations under applicable securities laws,
Gran Tierra does not undertake to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise.


For further information: Dana Coffield, Gran Tierra Energy Inc., President &
Chief Executive Officer, 1-800-916-4873, info(at)grantierra.com; Al Palombo,
Cameron Associates, Investor Relations, (212) 245-8800 Ext. 209,
al(at)cameronassoc.com
(SORL)

-30-



 



END



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