13 January 2016
Gran Tierra Energy Inc. and Petroamerica Oil Corp. Announce Closing of Petroamerica Oil Corp. Acquisition
All dollar amounts are in United States (“U.S.”) dollars unless otherwise indicated.
CALGARY, ALBERTA–(Marketwired – Jan. 13, 2016) – Gran Tierra Energy Inc. (“Gran Tierra”) (TSX:GTE) (NYSE:GTE) and Petroamerica Oil Corp. (“Petroamerica”) (TSX VENTURE:PTA) are pleased to announce today that Gran Tierra has completed the acquisition of all of the issued and outstanding common shares of Petroamerica (“Petroamerica Shares”) (being 108,888,215 Petroamerica Shares) by way of plan of arrangement under the provisions of the Business Corporations Act (Alberta) (the “Acquisition”). Under the terms of the Acquisition, shareholders of Petroamerica exchanged each of their Petroamerica Shares for: (a) cash in the amount of C$1.33; (b) 0.4 of a share of common stock of Gran Tierra (“Gran Tierra Shares”); or (c) a combination thereof. Gran Tierra paid an aggregate of approximately $69.8 million (C$99.4 million) and issued an aggregate of 13,656,719 Gran Tierra Shares to the shareholders of Petroamerica, and assumed Petroamerica’s working capital surplus of approximately $26.0 million after accounting for severance and transaction costs, in connection with the Acquisition.
The Acquisition is a first step in Gran Tierra’s strategy to grow and diversify its portfolio throughout the productive basins in Colombia. In addition, the compliment of assets will strengthen Gran Tierra’s position in the developing N Sand exploration trend in the Putumayo Basin of Colombia. Petroamerica’s undeveloped land holdings and exploration and development portfolio are complementary to Gran Tierra’s own exploration portfolio, strong cash flow, reserves base and balance sheet strength. Gran Tierra believes that the combined entity will be uniquely positioned as a high-growth, well-capitalized, Colombia focused oil and gas producer with a dominant position in the Putumayo Basin, and a growing presence in the Llanos Basin of Colombia.
Registered shareholders of Petroamerica who have not already done so should submit their certificates representing Petroamerica Shares to Computershare Investor Services Inc., the depositary appointed by Gran Tierra in relation to the Acquisition. Certificates should be submitted together with the applicable letters of transmittal in accordance with the instructions set out therein in order to receive the cash consideration. Letters of transmittal were previously sent to shareholders of Petroamerica and additional copies may be obtained by contacting Computershare Investor Services Inc. by telephone at 1-800-564-6253 or by email at email@example.com.
FirstEnergy Capital Corp. and Peters & Co. Limited acted as financial advisors to Gran Tierra on the Acquisition.
Black Spruce Merchant Capital Corp. acted as sole financial advisor to Petroamerica on the Acquisition.
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”). Such forward-looking statements include, but are not limited to, statements about the particulars and prospects of the combined entity going forward.
The forward-looking statements contained in this press release reflect several material factors and expectations and assumptions of Gran Tierra including, without limitation, assumptions relating to the performance of the Petroamerica assets, that Gran Tierra will continue to conduct its operations in a manner consistent with its current expectations, pricing and cost estimates (including with respect to commodity pricing and exchange rates), rig availability, the effects of drilling down-dip, the effects of waterflood and multi-stage fracture stimulation operations, the extent and effect of delivery disruptions, and the general continuance of current or, where applicable, assumed operational, regulatory and industry conditions including in areas of potential expansion, and the ability of Gran Tierra to execute its current business and operational plans in the manner currently planned. Gran Tierra believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct.
Among the important factors that could cause actual results to differ materially from those indicated by the forward-looking statements in this press release are: risks relating to Gran Tierra’s ability to realize the anticipated benefits from the Acquisition; Gran Tierra’s operations are located in South America, and unexpected problems can arise due to guerilla activity; technical difficulties and operational difficulties may arise which impact the production, transport or sale of our products; geographic, political and weather conditions can impact the production, transport or sale of our products; the risk that current global economic and credit conditions may impact oil prices and oil consumption more than Gran Tierra currently predicts; the risk that unexpected delays and difficulties in developing currently owned properties may occur; the failure of exploratory drilling to result in commercial wells; unexpected delays due to the limited availability of drilling equipment and personnel; the risk that oil prices could continue to fall, or current global economic and credit market conditions may impact oil prices and oil consumption more than Gran Tierra currently predicts, which could cause Gran Tierra to further modify its strategy and capital spending program; and the risk factors detailed from time to time 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 Annual Report on Form 10-K filed March 2, 2015, and its Quarterly Report on Form 10-Q filed November 3, 2015. These filings are available on the Web site maintained by the Securities and Exchange Commission at http://www.sec.gov and on SEDAR at www.sedar.com. Although the current capital spending program and long term strategy of Gran Tierra is based upon the current expectations of the management of Gran Tierra, should any one of a number of issues arise, Gran Tierra may find it necessary to alter its business strategy and/or capital spending program and there can be no assurance as at the date of this press release as to how those funds may be reallocated or strategy changed.
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 securities laws. Gran Tierra’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.
Gran Tierra Energy Inc.
200, 150 – 13th Avenue S.W.
Calgary, Alberta T2R 0V2
Gran Tierra Energy Inc.
Chief Executive Officer
Gran Tierra Energy Inc.
Chief Financial Officer
Gran Tierra Energy Inc.
Director Investor Relations