Mr. Gary Guidry reports
GRAN TIERRA ENERGY INC. ANNOUNCES NORMAL COURSE ISSUER BID AND AUTOMATIC SHARE PURCHASE PLAN
The Toronto Stock Exchange (TSX) has approved
Gran Tierra Energy Inc.'s notice of intention to make a normal course issuer bid for its shares of common stock. As of Oct. 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 per cent of the public float, at prevailing market prices at the time of purchase through the facilities of the TSX, the NYSE American 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 Nov. 6, 2024, and ending on Nov. 5, 2025. Gran Tierra has also entered into an automatic share purchase plan (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, representing approximately 25 per cent of 39,317 shares, 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 that 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 12 months, Gran Tierra purchased 2,703,914 shares at a volume-weighted average price of $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-one-for-10-reverse-stock-split basis), which expired on Nov. 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 and the NYSE, applicable securities laws, including Rule 10b-18 under the United States Securities Exchange Act of 1934, as amended, and the terms of the ASPP. The ASPP has been precleared by the TSX and will be implemented on Nov. 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 and the NYSE as well as 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 Feb. 20, 2024, Gran Tierra was granted an exemptive relief order by the Canadian securities regulators which permits Gran Tierra to purchase up to 10 per cent 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 Feb. 12, 2024. Gran Tierra will, therefore, not be limited on such trading platforms to purchasing 5 per cent of its outstanding shares at the beginning of any 12-month period as Canadian securities laws would otherwise provide. The exemptive relief expires on Feb. 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.
About Gran Tierra Energy Inc.
Gran Tierra Energy, together with its subsidiaries, is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia and Ecuador. Gran Tierra is currently developing its existing portfolio of assets in Canada, Colombia and Ecuador, and will continue to pursue additional growth opportunities that would further strengthen Gran Tierra's portfolio.
We seek Safe Harbor.
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