REG - i3 Energy PLC Gran Tierra Energy - Result of Elections under the Mix & Match Facility

I3 EnergyAnnouncement

31/10/2024 18:30

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RNS Number : 5008K  i3 Energy PLC  31 October 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

31 October 2024

RECOMMENDED AND FINAL CASH AND SHARE ACQUISITION

for

i3 Energy plc ("i3 Energy")

by

Gran Tierra Energy Inc. ("Gran Tierra")

implemented by way of a scheme of arrangement under Part 26 of the Companies
Act 2006

Results of Elections under the Mix and Match Facility

On 19 August 2024, the boards of directors of i3 Energy and Gran Tierra
announced that they had reached agreement on 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 being
implemented by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006.

i3 Energy published a circular in relation to the Scheme dated 29 August 2024
(the "Scheme Document").

On 29 October 2024, i3 Energy announced that the Court had sanctioned the
Scheme at the Sanction Hearing held on 29 October 2024. Furthermore, on 31
October 2024 Gran Tierra announced that the scheme had become effective and
the i3 Energy shares were suspended on the AIM market at 7:30 a.m. on 31
October 2024. Trading of i3 Energy shares was halted on the TSX at market open
on 30 October 2024.

Under the Scheme, Scheme Shareholders on i3 Energy's register of members at
the Scheme Record Time are entitled to receive 1 New Gran Tierra Share for
every 270 Scheme Shares held and 10.43 pence in cash for each Scheme Share
held, subject to any adjustments to such consideration resulting from valid
Elections made pursuant to the Mix and Match Facility. The deadline for
receipt of valid Elections under the Mix and Match Facility was 1.00 p.m. on
22 October 2024.

Under the Mix and Match Facility, valid Elections for more New Gran Tierra
Shares were received from Scheme Shareholders in respect of 5,397,705 Scheme
Shares, representing approximately 0.45 per cent. of the aggregate number of
Scheme Shares, and valid Elections for more cash were received from Scheme
Shareholders in respect of 528,817,169 Scheme Shares, representing
approximately 43.98 per cent. of the aggregate number of Scheme Shares.

The ability to satisfy Elections was dependent upon Scheme Shareholders making
equal and opposite Elections.

Scheme Shareholders who made valid Elections for more New Gran Tierra Shares
have had such Elections satisfied in full. In respect of the Scheme Shares for
which valid Elections have been received for more New Gran Tierra Shares and
which have been satisfied, Scheme Shareholders will receive 0.02042172 of a
New Gran Tierra Share per Scheme Share.

Scheme Shareholders who made valid Elections for more cash have had such
Elections scaled back on a pro rata basis by approximately 96.7 per cent. so
that approximately 3.3 per cent. of a valid Election for more cash has been
satisfied. In respect of Scheme Shares for which a valid Election has been
made for more cash, Scheme Shareholders will receive 10.536460 pence in cash
per Scheme Share and 0.004672 of a new Gran Tierra share per Scheme Share.

Scheme Shareholders who did not make valid Elections have not participated in
the Mix and Match Facility. In respect of Scheme Shares for which no valid
Elections have been made, Scheme Shareholders will receive the default
consideration, being 1 New Gran Tierra Share for every 270 Scheme Shares held
and 10.43 pence in cash per Scheme Share.

Enquiries:

 Gran Tierra                                                                   Tel: +1 (403) 265 3221

 Gary Guidry

 Ryan Ellson
 Zeus Capital Limited (Rule 3 Financial Adviser, Nomad and Joint Broker to i3
 Energy)

 James Joyce, Darshan Patel, Isaac Hooper

                                                                             Tel: +44 (0) 203 829 5000

 Tudor, Pickering, Holt & Co. Securities - Canada, ULC (Financial Adviser
 to i3 Energy)

 Brendan Lines

                                                                             Tel: +1 (403) 705 7830

 National Bank Financial Inc. (Financial Adviser to i3 Energy)

 Tarek Brahim Arun Chandrasekaran

                                                                               Tel: +1 (403) 410 7749
 Stifel Nicolaus Europe Limited (Joint Financial Adviser to Gran Tierra)       Tel: +44 (0) 20 7710 7600

 Callum Stewart

 Simon Mensley
 Eight Capital (Joint Financial Adviser to Gran Tierra)                        Tel: +1 (587) 893 6835

 Tony P. Loria

 Matthew Halasz
 Camarco

 Georgia Edmonds, Violet Wilson, Sam Morris                                    Tel: +44 (0) 203 757 4980

 

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.

Tudor, Pickering, Holt & Co. Securities - Canada, ULC ("TPH&Co."),
which is regulated by the Canadian Investment Regulatory Organization and a
member of the Canadian Investor Protection Fund, is acting exclusively for i3
Energy by way of its engagement with i3 Energy Canada Ltd., a wholly owned
subsidiary of i3 Energy, in connection with the matters referred to in this
announcement and for no one else, and will not be responsible to anyone other
than i3 Energy for providing the protections afforded to its clients nor for
providing advice in relation to the matters set out in this announcement.
Neither TPH&Co. nor any of its subsidiaries, branches or affiliates and
their respective directors, officers, employees or agents, 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 TPH&Co. in connection with this announcement, any
statement contained herein or otherwise.

National Bank Financial Inc. ("NBF"), which is regulated by the Canadian
Investment Regulatory Organization and a member of the Canadian Investor
Protection Fund, is acting as financial adviser to i3 Energy Canada Ltd., a
wholly-owned subsidiary of i3 Energy plc, in connection with the subject
matter of this announcement. Neither NBF, nor any of its subsidiaries,
branches or affiliates and their respective directors, officers, employees or
agents, 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 NBF in connection with this
announcement, any statement contained herein or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the FCA in the UK, is acting as financial adviser exclusively for Gran
Tierra and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Gran Tierra for
providing the protections afforded to its clients or for providing advice in
relation to matters referred to in this announcement. Neither Stifel, 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 Stifel in
connection with this announcement, any statement contained herein or
otherwise.

Eight Capital ("Eight Capital"), which is authorised and regulated by the
Canadian Investment Regulatory Organization in Canada, is acting exclusively
for Gran Tierra and for no one else in connection with the subject matter of
this announcement and will not be responsible to anyone other than Gran Tierra
for providing the protections afforded to its clients or for providing advice
in connection with the subject matter of this announcement.

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 or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement or
otherwise \ nor shall there be any sale, issuance or transfer of securities of
Gran Tierra or i3 Energy pursuant to the Acquisition in any jurisdiction in
contravention of applicable laws.

This announcement is not an offer of securities for sale in the United States
or in any other jurisdiction.  No offer of securities shall be made in the
United States absent registration under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements.  Any securities
issued as part of the Acquisition are anticipated to be issued in reliance
upon available exemption from such registration requirements pursuant to
Section 3(a)(10) of the U.S. Securities Act.  Any New Gran Tierra Shares to
be issued in connection with the Acquisition are expected to be issued in
reliance upon the prospectus exemption provided by Section 2.11 or Section
2.16, as applicable, of National Instrument 45-106 - Prospectus Exemptions of
the Canadian Securities Administrators and in compliance with the provincial
securities laws of Canada.

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 circular 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 Pedro Zutara.

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 method of completion, the
expected actions of i3 Energy and Gran Tierra upon completion of the
Acquisition 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
assume 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.

 

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