Gran Tierra Energy Inc. ("Gran Tierra") (NYSE
American:GTE) (NYSE MKT:GTE) (TSX:GTE), a company focused on oil
and gas exploration and production in Colombia, is pleased to
announce that it and its indirect wholly-owned subsidiary, Gran
Tierra Energy International Holdings Ltd.
("
GTEIH"), have entered into a share purchase
agreement with PetroTal Ltd. ("
PetroTal"), and
Sterling Resources Ltd. (TSXV:SLG) ("
Sterling")
today, pursuant to which GTEIH has agreed to sell all of the issued
and outstanding shares of its wholly owned subsidiary, Gran Tierra
Energy International Peru Holdings B.V.
("
GTEIPH"), subject to the satisfaction of certain
conditions (the "
SPA").
In connection with the SPA, Sterling and
PetroTal have concurrently entered into an arrangement agreement
under which they have agreed, subject to certain conditions, that:
(a) PetroTal will complete a reverse take-over of Sterling; (b)
Sterling and PetroTal will be amalgamated; and (c) the management
and board of directors of Sterling will be reconstituted (such
transactions being referred to herein as the
"Arrangement", and the resulting entity being
referred to herein as the "Resulting Issuer").
Subject to the terms of the SPA, the Resulting
Issuer has agreed to acquire all of the issued and outstanding
shares of GTEIPH from GTEIH as the final step of the Arrangement,
in exchange for 187,250,000 common shares of the Resulting Issuer
("Resulting Issuer Shares"), representing
approximately 38% of the issued and outstanding Resulting Issuer
Shares, plus or minus a cash-settled working capital
adjustment.
Gran Tierra will evaluate its investment in the
Resulting Issuer from time to time and may, based on such
evaluation, market conditions and other circumstances, increase or,
subject to applicable escrow periods under the rules of the TSX
Venture Exchange ("TSXV"), decrease shareholdings
as circumstances require through market transactions, private
agreements, or otherwise.
Closing of the Arrangement and the transactions
contemplated by the SPA (collectively, the "Peru
Transaction") is subject to a number of conditions
precedent, including the completion of a minimum US$25 million
equity financing by PetroTal, TSXV approval of, inter alia, the
reverse take-over of Sterling and the listing of the Resulting
Issuer's shares on the TSXV, certain minimum working capital levels
of PetroTal and Sterling and other regulatory and customary
conditions. There can be no assurance that the conditions will be
met or that the transaction will be completed as proposed or at
all.
The SPA provides that, at closing, GTEIH and
Gran Tierra Resources Limited ("GTRL") will enter
into an investor rights agreement with Sterling, pursuant to which,
inter alia, GTEIH and GTRL will: (a) be granted the right to
nominate two directors to the board of the Resulting Issuer, (b) be
granted certain demand and piggy-back registration rights and
certain pre-emptive rights and, (c) agree not to exercise their
voting rights over more than 30% of the issued and outstanding
Resulting Issuer Shares, the whole subject to the terms and
conditions set forth therein.
In addition, the SPA provides that, at closing,
GTEIH will enter into a carried interest and option agreement with
Sterling and a Peruvian subsidiary, pursuant to which GTEIH will be
granted a 20% carried working interest in Block 107, located in the
Ucayali basin in Peru, which interest will, at the option of GTEIH,
either be converted to a non-carried working interest or be
forfeited following the drilling of an exploration well in Block
107.
Following the completion of the Peru
Transaction, the Purchaser expects that its Resulting Issuer Shares
acquired under the Peru Transaction will be deposited with an
escrow agent and subject to the terms of an escrow agreement,
substantially in the form required by the TSXV.
Contact Information
For investor and media inquiries please
contact:
Gary GuidryChief Executive Officer
Ryan EllsonChief Financial Officer
Rodger TrimbleVice President, Investor
Relations
403-265-3221info@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. The
Company is focused on its existing portfolio of assets in Colombia
and will pursue new growth opportunities throughout Colombia,
leveraging our financial strength. The Company’s common shares
trade 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. 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 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 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"). The use of the words "will" and
"believes", derivations thereof and similar terms identify
forward-looking statements. In particular, but without limiting the
foregoing, this news release contains forward-looking statements
regarding: the satisfaction of the conditions to the closing of the
Arrangement, our ability, and the ability of the other parties to
the SPA, to complete the Arrangement and the anticipated benefits
of the Arrangement to Gran Tierra and its shareholders.
The forward-looking statements contained in this
news release are based on certain assumptions made by Gran Tierra
based on management's experience and other factors believed to be
appropriate. Gran Tierra believes these assumptions to be
reasonable at this time, but the forward-looking statements are
subject to risk and uncertainties, many of which are beyond Gran
Tierra's control, which may cause actual results to differ
materially from those implied or expressed by the forward looking
statements. These include the factors discussed or referenced 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 March 1,
2017 and its subsequently filed 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.
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