Contract

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

[phone]

[e-mail]

 

END

 

 

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