Gran Tierra Energy Inc. 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.
