REG - i3 Energy PLC Gran Tierra Energy - RECOMMENDED AND FINAL* CASH AND SHARE ACQUISITION

I3 EnergyAnnouncement

29/08/2024 11:15

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RNS Number : 1677C  i3 Energy PLC  29 August 2024

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INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

 

RECOMMENDED AND FINAL* CASH AND SHARE ACQUISITION

for

i3 Energy plc ("i3 Energy")

by

Gran Tierra Energy Inc. ("Gran Tierra")

to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

29 August 2024

 

Publication of Scheme Document and Notices of Meetings

On 19 August 2024, the boards of directors of i3 Energy and Gran Tierra
announced that they had agreed the terms of a recommended and final* cash and
share acquisition of the entire issued, and to be issued, share capital of i3
Energy (the "Acquisition").

The Acquisition is to be implemented by means of a Court-sanctioned scheme of
arrangement between i3 Energy and Gran Tierra under Part 26 of the Companies
Act 2006 (the "Scheme") and is subject to the terms and conditions set out in
the scheme document relating to the Acquisition (the "Scheme Document").

Publication and posting of the Scheme Document

i3 Energy and Gran Tierra are pleased to announce that the Scheme Document,
together with, among other things, the associated Forms of Proxy, Canadian
Forms of Proxy, Form of Election and Letter of Transmittal are today being
sent, or made available to i3 Energy Shareholders and, for information only,
to persons with information rights and participants in the i3 Energy Share
Plans.

The Scheme Document contains, among other things, a letter from the Chairman
of i3 Energy, the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 897 of the Companies Act 2006, the full terms
and conditions of the Scheme and the Acquisition, an expected timetable of
principal events, notices of the Court Meeting and General Meeting and details
of the actions to be taken by i3 Energy Shareholders.

A copy of the Scheme Document will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on i3
Energy's website at https://i3.energy/grantierra-offer-terms/
(https://i3.energy/grantierra-offer-terms/) and Gran Tierra's website at
https://www.grantierra.com/investor-relations/recommended-acquisition/
(https://www.grantierra.com/investor-relations/recommended-acquisition/) by no
later than 12 noon on 30 August 2024.

Unless otherwise defined, all capitalised terms in this announcement have the
meaning given to them in the Scheme Document. All references to times are to
London, UK, times unless otherwise stated.

Action required

As further detailed in the Scheme Document, in order to become Effective,
amongst other things, the Scheme will require: (i) the approval of a majority
in number of the Scheme Shareholders present and voting (in person or by
proxy) at the Court Meeting representing not less than 75 per cent. in value
of the relevant Scheme Shares voted; (ii) the passing of the Resolution at the
General Meeting; and (iii) the subsequent sanction of the Scheme by the
Court.  The Scheme is also subject to the satisfaction or waiver of the
Conditions and further terms that are set out in the Scheme Document.

Notices convening the Court Meeting and General Meeting, both of which will be
held at the offices of APCO, Floor 5, 40 Strand, London, WC2N 5RW on 7 October
2024, are set out in Part 13 (Notice of Court Meeting) and Part 14 (Notice of
i3 Energy General Meeting) of the Scheme Document.  The Court Meeting will
commence at 1.00pm, and the General Meeting at 1.15pm (or, if later, as soon
as the Court Meeting has concluded or been adjourned).

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Scheme Shareholders before the i3 Energy Meetings,
including through i3 Energy's website at https://i3.energy/
(https://i3.energy/) and by announcement through a Regulatory Information
Service.

Scheme Shareholders and i3 Energy Shareholders are encouraged to submit proxy
appointments and instructions for the Court Meeting and the General Meeting as
soon as possible using any of the methods set out in the Scheme Document.
Scheme Shareholders and i3 Energy Shareholders are also encouraged to appoint
the Chair of the relevant Meeting as their proxy.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of the opinion of Scheme Shareholders.  Scheme Shareholders
are therefore strongly urged to complete, sign and return your Forms of Proxy
or Canadian Forms of Proxy by post (or transmit a proxy appointment and voting
instruction online via https://www.signalshares.com
(https://www.signalshares.com) ,through the CREST electronic proxy appointment
service or as otherwise set out in the Scheme Document) as soon as possible.

Recommendation

The i3 Energy Directors, who have been so advised by Zeus Capital as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the i3 Energy Directors,
Zeus Capital has taken into account the commercial assessments of the i3
Energy Directors. In addition, the i3 Energy Directors consider the terms of
the Acquisition to be in the best interests of the i3 Energy Shareholders as a
whole. Zeus Capital is providing independent financial advice to the i3 Energy
Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the i3 Energy Directors recommend unanimously that the i3 Energy
Shareholders vote in favour of the Scheme at the Court Meeting and the
resolution to be proposed at the i3 Energy General Meeting as those i3 Energy
Directors who hold i3 Energy Shares have irrevocably undertaken to do in
respect of their own beneficial holdings of in aggregate 32,139,532 i3 Energy
Shares, representing approximately 2.7 per cent. of the existing issued
ordinary share capital of i3 Energy on the Last Practicable Date (excluding
any i3 Energy Shares held in treasury).

Information for i3 Energy Shareholders

If you have any questions about this announcement, the Scheme Document, the
Court Meeting or the i3 Energy General Meeting or how to complete the Forms of
Proxy or to appoint a proxy electronically, through the CREST electronic proxy
appointment service or as otherwise set out in the Scheme Document, please
call the i3 Energy Shareholder Helpline administered by i3 Energy's registrar,
Link Group, on +44 (0)371 664 0321 (please use the country code when calling
from outside the UK). Calls to this number are charged at the standard
geographic rate and will vary by provider. Calls from outside the UK will be
charged at the applicable international rate. The helpline is open between
9.00 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales.

If you are a Registered Canadian i3 Energy Shareholder and you have any
queries relating to the Scheme Document or the completion and return of the
Canadian Forms of Proxy or other forms accompanying the Scheme Document,
please call Odyssey at 1-587-885-0960. Odyssey can be reached from 8:00am MST
to 5:00pm MST, Monday to Friday, excluding holidays in Alberta.

Please note that Link Group and Odyssey cannot provide any financial, legal or
tax advice nor provide any advice on the merits of the Scheme and calls may be
recorded and monitored for security and training purposes.

Timetable

The Scheme Document contains a current expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
announcement.

Subject to obtaining the approval of Scheme Shareholders at the Court Meeting
and i3 Energy Shareholders at the General Meeting, the sanction of the Court
and the satisfaction (or, where applicable, waiver) of the other Conditions,
the Scheme is expected to become Effective during the fourth quarter of
2024.  The Scheme will become Effective upon a copy of the Court Order being
delivered to the Registrar of Companies for registration.

It is intended that following the Scheme becoming Effective, the London Stock
Exchange will be requested to cancel trading of i3 Energy Shares on AIM and
the i3 Energy Shares will be delisted from the TSX. Such cancellation and
delisting is expected to take effect shortly following the Scheme becoming
Effective. It is expected that around this time i3 Energy will become a
private limited company.

APPENDIX

Expected timetable of principal events

 Event                                                                           Time/Date i  (#_edn1)
 Publication of the Scheme Document                                              29 August 2024
 Beneficial Ownership Determination Date                                         27 August 2024
 Latest time for lodging Forms of Proxy and Canadian Forms of Proxy for use at   1.00 p.m. on 3 October 2024 ii  (#_edn2)
 the Court Meeting (BLUE Form of Proxy and YELLOW Canadian Form of Proxy)
 Latest time for lodging Forms of Proxy and Canadian Forms of Proxy for use at   1.15 p.m. on 3 October 2024 iii  (#_edn3)
 the i3 Energy General Meeting (WHITE Form of Proxy and PINK Canadian Forms of
 Proxy)
 Voting Record Time                                                              6.30 p.m. on 3 October 2024 iv  (#_edn4)
 Court Meeting v  (#_edn5)                                                       1.00 p.m. on 7 October 2024
 i3 Energy General Meeting                                                       1.15 p.m. on 7 October 2024 vi  (#_edn6)
 Court Hearing to seek sanction of the Scheme                                    A date ("D") which is as soon as reasonably practicable following the
                                                                                 satisfaction or (if applicable) waiver of Conditions 2(a) and (b), 3 (a) to
                                                                                 (d) inclusive, and 3(e)(i) and (iii) of Part A of Part 3 of the Scheme
                                                                                 Document. vii  (#_edn7)
 Last day of dealings in, and for registration of transfers of, and disablement  D + 1 Business Day
 in CREST of i3 Energy Shares
 Election Return Time (last day for receipt of GREEN Forms of Election and       No earlier than 1.00 p.m. on the date seven calendar days prior to the date of
 Letters of Transmittal or, for uncertificated i3 Energy Shareholders,           the Court Hearing to sanction the Scheme viii  (#_edn8)
 Electronic Elections) in respect of the Mix and Match Facility
 Suspension of trading, and dealings, in i3 Energy Shares                        6.00 p.m. on D + 1 Business Day
 Scheme Record Time                                                              6.00 p.m. on D + 1 Business Day
 Effective Date ix  (#_edn9)                                                     D + 2 Business Days
 Announcement concerning the extent to which elections under the Mix and Match   Effective Date + 1 Business Day
 Facility will be satisfied
 New Gran Tierra Shares issued to i3 Energy Shareholders                         by no later than 8.00 a.m. on Effective Date + 1 Business Day
 Admission and commencement of dealings in New Gran Tierra Shares on the London  by 8.00 a.m. on Effective Date plus 1 Business Day
 Stock Exchange
 Admission and commencement of dealings in New Gran Tierra Shares on the NYSE    9.00 a.m. (New York Time) on Effective Date + 1 Business Day
 American
 Admission and commencement of dealings in New Gran Tierra Shares on the TSX     within 3 Business Days of the Effective Date
 Cancellation of the admission to trading of i3 Energy Shares on AIM and the     on or around 3 Business Days following the Effective Date
 TSX
 Accounts of uncertificated i3 Energy Shareholders to be credited with New Gran  on or soon after 8.00 am on the day of Admission but not later than 14 days
 Tierra Shares                                                                   after the Effective Date
 Despatch of share certificates or DRS advices for, New Gran Tierra Shares (as   within 14 days of the Effective Date
 applicable)
 Latest date for accounts of uncertificated i3 Energy Shareholders to be         within 14 days of the Effective Date
 credited with, and for despatch of cheques to certificated i3 Energy
 Shareholders in respect of, any cash consideration due under the Scheme (in
 both cases, including any cash due in relation to the sale of fractional
 entitlements)
 Long Stop Date                                                                  28 February 2025 x  (#_edn10)

 

Notes:

 

Enquiries:

Ashurst LLP is acting as UK legal adviser, Stikeman Elliott LLP is acting as
Canadian legal adviser and Gibson, Dunn & Crutcher LLP is acting as US
legal adviser to Gran Tierra in connection with the Acquisition. Burness Paull
LLP is acting as UK legal adviser and Norton Rose Fulbright Canada LLP is
acting as Canadian legal adviser to i3 Energy in connection with the
Acquisition.

 Gran Tierra                                                                   +1 (403) 265 3221

 Gary Guidry

 Ryan Ellson

 i3 Energy                                                                     c/o Camarco

 Majid Shafiq (CEO)                                                            Tel: +44 (0) 203 757 4980

 Stifel Nicolaus Europe Limited (Joint Financial Adviser to Gran Tierra)       +44 (0) 20 7710 7600

 Callum Stewart

 Simon Mensley

 Eight Capital (Joint Financial Adviser to Gran Tierra)                        +1 (587) 893 6835

 Tony P. Loria

 Matthew Halasz

 Zeus Capital Limited (Rule 3 Financial Adviser, Nomad and Joint Broker to i3  +44 (0) 203 829 5000
 Energy)

 James Joyce, Darshan Patel, Isaac Hooper

 Tudor, Pickering, Holt & Co. Securities - Canada, ULC (Financial Adviser      +1 403 705 7830
 to i3 Energy)

 Brendan Lines

 National Bank Financial Inc. (Financial Adviser to i3 Energy)                 +1 403 410 7749

 Tarek Brahim

 Arun Chandrasekaran

 Camarco                                                                       +44 (0) 203 757 4980

 Andrew Turner

 Violet Wilson

 Sam Morris

 

No increase statement

The financial terms of the Acquisition will not be increased save that Gran
Tierra reserves the right to revise the financial terms of the Acquisition in
the event: (i) a third party, other than Gran Tierra, announces a firm
intention to make an offer for i3 Energy on more favourable terms than Gran
Tierra's Acquisition; or (ii) the Panel otherwise provides its consent.

Notices relating to financial advisers

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for i3 Energy as financial adviser,
nominated adviser and joint broker and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than i3 Energy for providing the protections afforded to clients of
Zeus, or for providing advice in relation to matters referred to in this
announcement. Neither Zeus nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Zeus in connection with the matters referred to in this
announcement, any statement contained herein or otherwise.

Additional Information

This announcement is for information purposes only. It is not intended to, and
does not, constitute or form part of any offer, offer to acquire, invitation
or the solicitation of an offer to purchase, or an offer to acquire, subscribe
for, sell or otherwise dispose of, any securities in any jurisdiction,
pursuant to this announcement or otherwise.

This announcement has been prepared in accordance with the laws of England and
Wales, the Code, the AIM Rules for Companies and the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the same as that
which would have been prepared in accordance with the laws of jurisdictions
outside England and Wales.

This announcement does not constitute a prospectus or prospectus exempted
document.

Overseas Shareholders

The availability of the Acquisition to i3 Energy Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Any person outside the United
Kingdom or who are subject to the laws and/regulations of another jurisdiction
should inform themselves of, and should observe, any applicable legal and/or
regulatory requirements. Any failure to comply with the restrictions may
constitute a violation of the securities laws of any such jurisdiction.

The release, publication or distribution of this announcement in or into or
from jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, such
restrictions. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.

Unless otherwise determined by Gran Tierra or required by the Code and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means, instrumentality or
form (including, without limitation, facsimile, email or other electronic
transmission, telex or telephone) within any Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this document and all documents relating
to the Acquisition (including custodians, nominees and trustees) must observe
these restrictions and must not mail or otherwise distribute or send them in,
into or from such jurisdictions where to do so would violate the laws in that
jurisdiction. Doing so may render invalid any purported vote in respect of the
Acquisition.

Responsibility

The person responsible for arranging the release of this announcement on
behalf of i3 Energy is Majid Shafiq, Chief Executive Officer.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire or
control an interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Panel's
website at www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the Offer Period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement is and
will be available free of charge, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, for inspection on i3 Energy 's
website  https://i3.energy/grantierra-offer-terms/ by no later than 12 noon
(London time) on the Business Day following this announcement. For the
avoidance of doubt, the contents of the website referred to in this
announcement are not incorporated into and do not form part of this
announcement.

Notes to Editors:

i3 Energy plc is an oil and gas Company with a low cost, diversified, growing
production base in Canada's most prolific hydrocarbon region, the Western
Canadian Sedimentary Basin and appraisal assets in the North Sea with
significant upside.

The Company is well positioned to deliver future growth through the
optimisation of its existing asset base and the acquisition of long life, low
decline conventional production assets.

i3 is dedicated to responsible corporate practices and the environment, and
places high value on adhering to strong Environmental, Social and Governance
("ESG") practices.  i3 is proud of its performance to date as a responsible
steward of the environment, people, and capital management.  The Company is
committed to maintaining an ESG strategy, which has broader implications to
long-term value creation, as these benefits extend beyond regulatory
requirements.

i3 Energy plc is listed on the AIM market of the London Stock Exchange under
the symbol I3E and on the Toronto Stock Exchange under the symbol ITE. For
further information on i3 please visit https://i3.energy (https://i3.energy/)

Forward Looking Statements

This announcement (including information incorporated by reference into this
announcement), oral statements regarding the Acquisition and other information
published by Gran Tierra and i3 Energy contain certain forward looking
statements with respect to the financial condition, strategies, objectives,
results of operations and businesses of Gran Tierra and i3 Energy and their
respective groups and certain plans and objectives with respect to the
Combined Group. These forward looking statements can be identified by the fact
that they do not relate only to historical or current facts. Forward looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of Gran
Tierra and i3 Energy about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ materially from
the future results expressed or implied by the forward looking statements. The
forward looking statements contained in this announcement include, without
limitation, statements relating to the expected effects of the Acquisition on
Gran Tierra and i3 Energy, the expected timing method of completion, and scope
of the Acquisition, the expected actions of Gran Tierra upon completion of the
Acquisition, Gran Tierra's ability to recognise the anticipated benefits from
the Acquisition, expectations regarding the business and operations of the
Combined Group, and other statements other than historical facts. Forward
looking statements often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "strategy", "focus", "envision", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should", "would",
"could", or other words of similar meaning. These statements are based on
assumptions and assessments made by Gran Tierra, and/or i3 Energy in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate. By
their nature, forward looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that will occur in the
future and the factors described in the context of such forward looking
statements in this announcement could cause actual results and developments to
differ materially from those expressed in or implied by such forward looking
statements. Although it is believed that the expectations reflected in such
forward looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and readers are therefore
cautioned not to place undue reliance on these forward looking statements.
Actual results may vary from the forward looking statements.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
acquisitions or dispositions.

Each forward looking statement speaks only as at the date of this
announcement. Neither Gran Tierra nor i3 Energy, nor their respective groups
assumes any obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law or by the rules of any
competent regulatory authority.

 

 i  (#_ednref1) The dates and times given are indicative only and are based on
current expectations and are subject to change and will depend, amongst other
things, on the date on which the regulatory (and other) Conditions to the
Scheme are satisfied or, if capable of waiver, waived and on the date on which
the Court sanctions the Scheme, as well as the date on which the Court Order
sanctioning the Scheme is delivered to the Registrar of Companies. References
to times are to London, United Kingdom time unless otherwise stated. If any of
the times and/or dates above change, the revised times and/or dates will be
notified to i3 Energy Shareholders by announcement through a Regulatory
Information Service.

 ii  (#_ednref2) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged by no later than 1.00 p.m. on 3 October 2024 or, if the
Court Meeting is adjourned, by no later than 48 hours prior to the time fixed
for any adjourned Court Meeting (excluding any part of such 48-hour period
falling on a non-working day). BLUE Forms of Proxy not so lodged can be handed
to the Chairman of the Court Meeting (or a representative of Link at the Court
Meeting on behalf of the chairman) any time prior to the commencement of the
Court Meeting or any adjournment thereof.

 iii  (#_ednref3) In order to be valid, WHITE Forms of Proxy for the i3 Energy
General Meeting must be received by Link by no later than 1.15 p.m. on 3
October 2024 or, if the i3 Energy General Meeting is adjourned, 48 hours prior
to the time appointed for the i3 Energy General Meeting (excluding any part of
such 48-hour period falling on a non-working day). WHITE Forms of Proxy not
returned by such time will be invalid.

(( iii )) If either the Court Meeting or the i3 Energy General Meeting is
adjourned, the Voting Record Time for the relevant adjourned Meeting will be
6.30 p.m. on the day which is two Business Days prior to the date of the
adjourned meeting.

 iv  (#_ednref4) If either the Court Meeting or the i3 Energy General Meeting
is adjourned, the Voting Record Time for the relevant adjourned Meeting will
be 6.30 p.m. on the day which is two Business Days prior to the date of the
adjourned meeting.

 v  (#_ednref5) The Court Meeting and the i3 Energy General Meeting will each
be held at the offices of APCO, Floor 5, 40 Strand, London, WC2N 5RW.

 vi  (#_ednref6) To commence at 1.15 p.m. or, if later, as soon thereafter as
the Court Meeting shall have concluded or been adjourned.

 vii  (#_ednref7) An announcement will be made via RNS as soon as reasonably
practicable.

 viii  (#_ednref8) The Election Return Time will be announced by i3 Energy
and/or Gran Tierra at the same time as the announcement of the date of the
Court Hearing, via a Regulatory Information Service, as soon as reasonably
practicable once the date of the Court Hearing has been established.

 ix  (#_ednref9) The Scheme shall become Effective as soon as a copy of the
Court Order has been delivered to the Registrar of Companies. This is expected
to occur following the suspension of trading in i3 Energy Shares and the
Scheme Record Time. The events which are stated as occurring on subsequent
dates are conditional on the Effective Date and operate by reference to this
date.

 x  (#_ednref10) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
i3 Energy and Gran Tierra may agree and the Panel and (if required) the Court
may allow.

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