Gran Tierra Energy Inc. (“Gran Tierra”) (NYSE American:
GTE)(TSX: GTE)(LSE: GTE), today announces that the Toronto
Stock Exchange (“
TSX”) has approved its notice of
intention to make a normal course issuer bid (the
“
Bid”) for its shares of common stock (the
“
Shares”). As of October 31, 2024, there were
36,460,141 Shares issued and outstanding and the public float was
35,458,717 Shares. Pursuant to the Bid, Gran Tierra will be able to
purchase for cancellation up to 3,545,872 Shares, representing 10%
of the public float, at prevailing market prices at the time of
purchase, through the facilities of the TSX, the NYSE American (the
“
NYSE”) or alternative trading platforms in Canada
or the United States, if eligible, or by such other means as may be
permitted by the TSX, the NYSE and applicable securities laws for a
one year period commencing on November 6, 2024 and ending on
November 5, 2025. Gran Tierra has also entered into an Automatic
Share Purchase Plan (the “
ASPP”) in connection
with the Bid. The ASPP is intended to allow for the purchase of
Shares under the Bid when Gran Tierra would ordinarily not be
permitted to purchase Shares due to regulatory restrictions and
customary self-imposed blackout periods.
Gran Tierra may purchase up to 9,829 Shares
during any trading day, which represents approximately 25% of
39,317, which represents the average daily trading volume on the
TSX for the most recently completed six calendar months prior to
the TSX’s acceptance of the notice of the Bid. Gran Tierra may
effect repurchases from time to time in the open market or in
negotiated transactions off the market at prevailing market prices
at the time of purchase.
Management of Gran Tierra believes that the
Shares, at times, have been trading in a price range which does not
adequately reflect their value in relation to Gran Tierra’s current
operations, growth prospects and financial position. At such times,
the purchase of Shares for cancellation or to satisfy awards
granted under Gran Tierra’s Long Term Equity Incentive Plan may be
advantageous to stockholders by increasing the value of the
Shares.
Within the past twelve months, Gran Tierra
purchased 2,703,914 Shares at a volume weighted average price of
CDN$9.34 under a previously approved normal course issuer bid
through the facilities of the TSX and eligible alternative trading
platforms in Canada and the United States permitting the purchase
of up to 3,234,914 Shares (calculated on a post-10-for-1 reverse
stock split basis), which expired on November 2, 2024.
Pursuant to the ASPP, outside of a trading
blackout period, Gran Tierra may, but is not required to, instruct
the designated broker to make purchases under the Bid in accordance
with the terms of the ASPP. Such purchases will be determined by
the designated broker at its sole discretion based on purchasing
parameters set by Gran Tierra in accordance with the rules of the
TSX, the NYSE, applicable securities laws, including Rule 10b-18
under the U.S. Securities Exchange Act of 1934, as amended, and the
terms of the ASPP. The ASPP has been pre-cleared by the TSX and
will be implemented on November 6, 2024.
Outside of blackout periods, Shares may be
purchased under the Bid based on management’s discretion, in
compliance with the rules of the TSX, the NYSE and applicable
securities laws. Purchases made under the ASPP will be included in
computing the number of Shares purchased under the Bid.
As previously announced on February 20, 2024,
Gran Tierra was granted an exemptive relief order by the Canadian
securities regulators which permits Gran Tierra to purchase up to
10% of its “public float” (within the meaning of the rules of the
TSX) of the Shares through the NYSE and other trading systems based
in the United States as part of any NCIB implemented in the 36
months following the date of the exemption order, being February
12, 2024. Gran Tierra will therefore not be limited on such trading
platforms to purchasing 5% of its outstanding Shares at the
beginning of any 12-month period as Canadian securities laws would
otherwise provide. The exemptive relief expires February 12, 2027
and is conditional upon, among other things, purchases being made
in compliance with applicable U.S. rules, the TSX rules applicable
to a normal course issuer bid, National Instrument 23-101 - Trading
Rules, and at a price not higher than the market price at the time
of purchase.
About Gran Tierra Energy
Inc.
Gran Tierra Energy Inc. together with its
subsidiaries is an independent international energy company
currently focused on oil and natural gas exploration and production
in Canada, Colombia and Ecuador. Gran Tierra is currently
developing its existing portfolio of assets in Canada, Colombia and
Ecuador and will continue to pursue additional growth opportunities
that would further strengthen Gran Tierra’s portfolio. Gran
Tierra’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 Gran Tierra 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 U.S. Securities and Exchange
Commission (“SEC”) filings are available on the
SEC website at www.sec.gov. Gran Tierra’s Canadian securities
regulatory filings are available on SEDAR+ at www.sedarplus.com and
UK regulatory filings are available on the National Storage
Mechanism (the “NSM”) website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Gran
Tierra’s filings on the SEC, SEDAR+ and NSM websites are not
incorporated by reference into this press release.
Forward-Looking Statements and
Advisories
This press release contains statements about
future events 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 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 belief of Gran Tierra’s management that the
Bid will be advantageous to stockholders, potential purchases of
the Shares for cancellation or redeployment under Gran Tierra’s
Long Term Equity Incentive Plan, the potential value of the Bid for
Gran Tierra’s stockholders and other benefits to be derived from
the Bid. There can be no assurance as to how many Shares, if any,
will ultimately be acquired by Gran Tierra.
The forward-looking statements contained in this
news release are subject to risks, uncertainties and other factors
that could cause actual results or outcomes to differ materially
from those contemplated by the forward-looking statements,
including, among others, unexpected changes in general market and
economic conditions. Accordingly, readers should not place undue
reliance on the forward-looking statements contained herein.
Further information on potential factors that could affect Gran
Tierra are included in risks detailed from time to time 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 February 20, 2024
and its subsequent quarterly reports on Form 10-Q. These filings
are available on a Website maintained by the SEC at
http://www.sec.gov and on SEDAR+ at www.sedarplus.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 securities laws. Gran
Tierra’s forward-looking statements are expressly qualified in
their entirety by this cautionary statement.
No Offer or Solicitation
The information in this press release is for
informational purposes only and is neither an offer to purchase,
nor a solicitation of an offer to sell, subscribe for or buy any
securities or otherwise, nor shall there be any purchase in any
jurisdiction in contravention of applicable law.
Contact Information:
For investor and media inquiries please
contact:
Gary Guidry President & Chief Executive
Officer
Ryan Ellson Executive Vice President & Chief
Financial Officer
+1-403-265-3221 info@grantierra.com
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