Gran Tierra Announces Normal Course Issuer Bid and Automatic Share Purchase Plan

Source: www.gulfoilandgas.com 10/31/2023, Location: North America

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 20, 2023, there were 33,288,305 Shares issued and outstanding and the public float was 32,349,140 Shares. Pursuant to the Bid, Gran Tierra will be able to purchase for cancellation up to 3,234,914 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 3, 2023 and ending on November 2, 2024. Gran Tierra has also entered into an Automatic Share Purchase Plan (the “ASPP”) in connection with the Bid. The brokerage firm conducting the Bid on behalf of Gran Tierra and administering the ASPP is Eight Capital. 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 14,306 Shares during any trading day, which represents approximately 25% of 57,225, 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.

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 2,530,026 Shares at a volume weighted average price of CDN$9.40 under a previously approved normal course issuer bid through the facilities of the TSX and eligible alternative trading platforms in Canada permitting the purchase of up to 3,603,397 Shares (calculated on a post-10-for-1 reverse stock split basis), which expired on August 30, 2023.

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 3, 2023.

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.


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