Gran Tierra Energy, Inc. Gran Tierra Energy Inc. Announces Sale Of 218,012,500 Petrotal Shares For Gbp21.67 Million

 
TIDMGTE 
 
   CALGARY, Alberta, Dec. 14, 2020 (GLOBE NEWSWIRE) -- 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 
[phone]. 
 
   Contact Information 
 
   For investor and media inquiries please contact: 
 
   Gary Guidry 
 
   President & Chief Executive Officer 
 
   Ryan Ellson 
 
   Executive Vice President & Chief Financial Officer 
 
   Rodger Trimble 
 
   Vice President, Investor Relations 
 
   [phone] 
 
   [e-mail] 
 
   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 [e-mail] or [phone]. 
 
   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. 
 
 
 
 

(END) Dow Jones Newswires

December 14, 2020 02:45 ET (07:45 GMT)

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