Gran Tierra Energy Inc. (“Gran Tierra”) (GTE.TO) (GTE.TO) 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 firstname.lastname@example.org.
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.