Gran Tierra Energy Inc. Contract (2086R)
February 27 2019 - 2:00AM
UK Regulatory
TIDMGTE
RNS Number : 2086R
Gran Tierra Energy Inc.
27 February 2019
February 26, 2019
GRAN TIERRA ENERGY INC.
Entry into a Material Definitive Agreement
On February 20, 2019, Gran Tierra Resources Limited ("GTRL") and
Gran Tierra Energy Colombia, LLC, through its Colombian branch
("GTEC"), indirect subsidiaries of Gran Tierra Energy, Inc. ("Gran
Tierra"), and Southeast Investment Corporation, an indirect
partially-owned subsidiary of Gran Tierra (together with GTRL and
GTEC, the "Purchasers"), entered into sale agreements
(collectively, the "Agreements") with Vetra Energía, S.L. ("Vetra")
and Vetra Exploración y Producción Colombia S.A.S. ("Vetra E&P"
and, together with Vetra, the "Vendors"), pursuant to which the
Purchasers agreed to purchase from the Vendors all of the issued
and outstanding shares of Vetra's wholly owned subsidiary, Vetra
Southeast S.L.U. ("Vetra Southeast"), Vetra E&P's 50% working
interest in the Putumayo-8 block ("PUT-8"), Vetra E&P's 100%
working interest in the Llanos-5 Block ("LLA-5"), and Vetra
E&P's entire interest in the Suroriente Block ("Suroriente"),
in exchange for aggregate cash consideration of $104.2 million,
subject to adjustments as set forth in the Agreements (each a
"Transaction, " and collectively, the "Transactions").
The closing of the Transactions is subject to the satisfaction
or waiver of customary conditions, including compliance by each
party in all material respects with certain of its covenants. The
Transactions related to Vetra Southeast, Suroriente and LLA-5 are
expected to close on or before March 11, 2019, following the
provision of notice to the Superintendence of Industry and Commerce
of the Republic of Colombia, with the Transaction related to
Suroriente closing immediately following the Transactions related
to Vetra Southeast. The Transaction related to PUT-8 is subject to
a right of first refusal.
The Purchasers and Vendors have made customary representations
and warranties in the Agreements. The Agreements also contain
customary covenants and agreements, including covenants and
agreements relating to the conduct of businesses during the interim
period between the execution of the Agreements and consummation of
the Transactions and the efforts of the parties to cause the
Transactions to be completed. Subject to certain limitations on
liability contained in the Agreements, the Purchasers agreed to
indemnify the Vendors for breaches of representations and
warranties, covenants and certain liabilities. The Agreements
contains certain termination rights for both the Purchasers and the
Vendors including, but not limited to, the right to terminate the
Agreements (i) in the event that certain Transactions have not been
consummated on or before April 20, 2019 or (ii) under certain
conditions, including if there has been a failure to perform
certain covenants by the other party.
The foregoing description of the Agreements does not purport to
be complete and is qualified in its entirety by reference to the
Agreements, which are attached as Exhibit 10.1, Exhibit 10.2,
Exhibit 10.3 and Exhibit 10.4 to the 8-K filed with the United
States Securities and Exchange Commission on February 25, 2019 and
incorporated herein by reference. It is not intended to provide any
other factual information about the Purchasers, the Vendors or
their respective subsidiaries and affiliates. The Agreements
contain representations and warranties by each of the applicable
parties to the Agreements, which were made only for purposes of the
Agreements and as of specified dates. The representations,
warranties and covenants in the Agreements were made solely for the
benefit of the parties to the Agreements; may be subject to
limitations agreed upon by the contracting parties; may be made for
the purposes of allocating contractual risk between the parties to
the Agreements instead of establishing these matters as facts; and
may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to investors.
Investors should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the Purchasers, the Vendors
or any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations,
warranties and covenants may change after the date of the
Agreements, which subsequent information may or may not be fully
reflected in Gran Tierra's public disclosures.
Contact Information:
Gary Guidry
Chief Executive Officer
Ryan Ellson
Chief Financial Officer
Rodger Trimble
Vice President, Investor Relations
(403) 265-3221
info@grantierra.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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