8 July 2016
Gran Tierra Energy Inc. Announces Closing of Private Placement of Subscription Receipts - Raises Gross Proceeds of U.S. $173,505,402 and Conference Call
CALGARY, ALBERTA–(Marketwired – July 8, 2016) –
All dollar amounts are in United States (“U.S.”) dollars unless otherwise indicated.
Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (TSX:GTE)(NYSE MKT:GTE) is pleased to announce that the Company has closed its previously announced private placement (the “Private Placement”) of 57,835,134 subscription receipts (the “Subscription Receipts”) at a price of $3.00 per Subscription Receipt to certain institutional investors and certain directors and executive officers of Gran Tierra for aggregate gross proceeds of $173,505,402. Each Subscription Receipt entitles the holder thereof to receive one share of common stock of the Company upon satisfaction of certain conditions.
The gross proceeds from the Private Placement (less 50% of the placement agents’ fees, the “Escrowed Funds”), have been placed in escrow pursuant to a subscription receipt agreement with Computershare Trust Company of Canada and will be released to Gran Tierra when (i) other than the payment of the purchase price, all conditions precedent to the completion of the previously announced acquisition by Gran Tierra of PetroLatina Energy Ltd. (the “Acquisition”) as provided for in the agreement governing the Acquisition (the “Acquisition Agreement”), as may be amended from time to time, have been satisfied in accordance with the terms of the Acquisition Agreement or waived (provided no such amendment or waiver is materially adverse to the holders of the Subscription Receipts) and (ii) the parties to the Acquisition Agreement are ready, willing and able to consummate the transactions contemplated thereby concurrent with the release of the Escrowed Funds (the “Escrow Release Condition”). In the event the Escrow Release Condition is not satisfied prior to 5:00 p.m. (Toronto time) on October 31, 2016, the Acquisition Agreement is terminated in accordance with its terms or the Company announces that it does not intend to proceed with the Acquisition, each holder of Subscription Receipts will be entitled to its pro rata share of the Escrowed Funds, interest earned on the Escrowed Funds, net of any applicable withholding taxes, and 50% of the placement agents’ fees. It is expected that the Acquisition will close prior to October 31, 2016.
The syndicate of agents for the Private Placement was co-led by Scotiabank, RBC Capital Markets and Dundee Securities Inc. and also included Peters & Co. Limited, FirstEnergy Capital Corp., TD Securities Inc., Natixis Securities Americas LLC, HSBC Securities (Canada) Inc., PillarFour Securities Inc. and Societe Generale.
The offer and sale of the Subscription Receipts was conducted by way of a private placement in reliance on Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, and in Canada by way of private placement in certain provinces of Canada under applicable accredited investor and director and executive officer private placement exemptions. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities herein described, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Gran Tierra Energy Inc. will host a conference call to discuss the Acquisition on Tuesday, July 12, 2016, at 12:00 p.m. Eastern Time (10:00 a.m. Mountain Time).
Interested parties may access the conference call by dialing 1-866-225-2055 (North America), 00-800-6578-9868 (United Kingdom) or 01-800-518-4008 (Colombia). The call will also be available via webcast at www.grantierra.com. For interested parties unable to participate, an audio replay of the call will be available on July 12, 2016 following the conference call until July 19, 2016. To access the replay, dial 1-800-408-3053 (North America) or 800-3366-3052 (international) conference ID # 7216523.
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 also has business activities in Peru and Brazil.
The information contained in this press release does not purport to be all-inclusive or contain all information that readers may require. You are encouraged to conduct your own analysis and review of Gran Tierra and of the information contained in this press release. Without limitation, you should read the entire record of publicly filed documents relating to the Company, consider the advice of your financial, legal, accounting, tax and other professional advisors and such other factors you consider appropriate in investigating and analyzing Gran Tierra. You should rely only on the information provided by Gran Tierra and are not entitled to rely on parts of that information to the exclusion of others. Gran Tierra has not authorized anyone to provide you with additional or different information, and any such information, including statements in media articles about Gran Tierra, should not be relied upon.
An investment in the securities of Gran Tierra is speculative and involves a high degree of risk. Gran Tierra’s business is subject to the risks normally encountered in the oil and gas industry and certain other risks that are associated with Gran Tierra’s current stage of development. An investment in the Company’s securities is suitable only for those purchasers who are willing to risk a loss of some or all of their investment and who can afford to lose some or all of their investment. You should carefully consider the risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and in the Company’s subsequent SEC filings. Of particular significance, there is no certainty that the Acquisition will be completed.
Forward-Looking Information Advisory
This press release contains 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, the expected timing of the closing of the Acquisition.
The forward-looking statements contained in this press release are based on certain assumptions made by Gran Tierra based on management’s experience and perception of historical trends, current conditions, anticipated future development and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks 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 under the heading “Part 1. Item 1A. Risk Factors” in Gran Tierra’s 2015 Annual Report on Form 10-K, under the heading “Part II. Item 1A. Risk Factors” in Gran Tierra’s Quarterly Reports on Form 10-Q and in the other reports and filings with the Securities and Exchange Commission. All forward-looking statements speak only as of the date on which such statements are made, and Gran Tierra undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Gran Tierra’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.
Investors are urged to consider closely the disclosures and risk factors in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in the other reports and filings with the SEC, available from the Company’s offices or website. These forms can also be obtained from the SEC via the internet at www.sec.gov or by calling 1-800-SEC-0330.
Gran Tierra Energy Inc.
Chief Executive Officer
Gran Tierra Energy Inc.
Chief Financial Officer
Gran Tierra Energy Inc.
Vice President of Investor Relations