REG - i3 Energy PLC - Result of Court Meeting and General Meeting

I3 EnergyAnnouncement

07/10/2024 16:30

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RNS Number : 2345H  i3 Energy PLC  07 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 REGULATION OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 

7 October 2024

 

RECOMMENDED AND FINAL 1  (#_ftn1) 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

 

Result of Court Meeting and General Meeting

Acquisition Dividend

Updated Acquisition Timetable

 

On 19 August 2024, the boards of directors of i3 Energy and Gran Tierra
announced that they had agreed to 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 way of
a court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").

 

i3 Energy published a circular in relation to the Scheme dated 29 August 2024
(the "Scheme Document"). Defined terms used but not defined in this
announcement have the meanings set out in the Scheme Document. All references
to times in this announcement are to London time.

 

Results of the Court Meeting and i3 Energy General Meeting

The i3 Energy Directors are pleased to announce that, at the Court Meeting and
the i3 Energy General Meeting which were held earlier today, the shareholders
of i3 Energy approved, by the requisite majorities, the resolution proposed at
each of the meetings in connection with the Acquisition. In particular:

·    the requisite majority of Scheme Shareholders voted to approve the
Scheme at the Court Meeting;

·    the requisite majority of i3 Energy Shareholders voted to pass the i3
Energy Special Resolution in connection with the amendment of the i3 Energy
Articles and the implementation of the Scheme at the i3 Energy General
Meeting; and

·    the requisite simple majority of i3 Energy Shareholders voted to pass
the i3 Energy Special Resolution at the i3 Energy General Meeting after
excluding the votes cast by persons whose votes may not be included under
Multilateral Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions of the Canadian Securities Administrators ("MI 61-101").

 

Details of the resolutions passed are set out in the notices of the Court
Meeting and i3 Energy General Meeting contained in the Scheme Document.

 

The number of i3 Energy Shares in issue at 6.30 p.m. on 3 October 2024, being
the Voting Record Time, was 1,202,447,663.

 

Court Meeting

The first meeting, convened in accordance with an order of the Court dated 28
August 2024, sought approval from Scheme Shareholders for the Scheme (the
"Court Meeting").

 

A majority in number of Scheme Shareholders who voted (either in person or by
proxy), representing 93.05 per cent. by value of those Scheme Shares voted,
voted in favour of the resolution to approve the Scheme.

 

Accordingly, the resolution proposed at the Court Meeting was duly passed.

 

The table below set out the result of the poll at the Court Meeting(1):

          Scheme Shares Voted      Scheme Shareholders who voted     No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at
                                                                     the Court Meeting(1)

          Number       %(1)        Number           %(1)
 For      657,269,940  93.05       60               76.92            54.66
 Against  49,096,430   6.95        18               23.08            4.08
 Total    706,366,370  100.00      78               100.00           58.74

(1)All percentages rounded to two decimal places.

 

i3 Energy General Meeting

The i3 Energy General Meeting sought approval for a special resolution for the
purpose of giving effect to the Scheme and associated amendments to the
articles of association of i3 Energy (the "i3 Resolution"). The i3 Resolution
was duly passed by the requisite majority and the simple majority required
under MI 61-101.

 

The table below sets out the results of the poll at the General Meeting(2):

 

                VOTES FOR(2)          VOTES AGAINST(2)       TOTAL VOTES  WITHHELD VOTES(3)
                Number       %(2)     Number      %(2)       Number       Number
 i3 Resolution  665,521,284  92.77    51,885,644  7.23       717,406,928  150,231

(2)All percentages rounded to two decimal places.

(3) A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the i3 Resolution.

 

Acquisition Dividend

The Scheme Document made reference to each i3 Energy Shareholder being
entitled to receive the Acquisition Dividend of 0.2565 pence per i3 Energy
Share in lieu of the ordinary dividend in respect of the three-month period
ended 30 September 2024, with such dividend payment not having the effect of
reducing the cash consideration payable by Gran Tierra for each i3 Energy
Share to be acquired pursuant to the Acquisition.

 

i3 Energy therefore announces the Acquisition Dividend totalling £ 3,084,278
and confirms the following:

 

·
Dividend:
0.2565 pence / share

·    Record Date:                          6.00
p.m. on 30 October 2024(4)

·    Payment
date:                                    by
13 November 2024

 

(4) The Record Date for the Acquisition Dividend shall be the same as the
Scheme Record Time.  In the event the Scheme Record Time (as stated below in
the Updated Timetable of Principal Events) requires changing, the revised
Record Date for the Acquisition Dividend will be notified to i3 Energy
Shareholders by announcement through a Regulatory Information Service.

 

If the Scheme does not become Effective by the Long Stop Date, the i3 Energy
Board currently intends for a dividend, equivalent to the Acquisition
Dividend, to be paid as soon as reasonably practicable following the Long Stop
Date.

 

Updated Expected Timetable of Principal Events and Election Return Time

The outcome of the Court Meeting and i3 Energy General Meeting means that
Conditions 2(a), 2(b) and 3(e)(iii) (as set out in Part A of Part 3 of the
Scheme Document) have been satisfied. The Scheme remains subject to the
sanction by the Court at the Court Hearing and the satisfaction (or, where
applicable, the waiver) of the other Conditions to the Scheme (as set out in
the Scheme Document).

 

In the Scheme Document it was stated that it was expected that the Scheme
would become effective during Q4 2024 and that the Election Return Time would
be announced by i3 Energy and/or Gran Tierra via a Regulatory Information
Service following the date of the Court Hearing being established.

 

The date of the Court Hearing has been provisionally established for 29
October 2024, subject to the satisfaction, or waiver by Gran Tierra, of the
condition referred to in paragraph 3(e)(i) of Part A of Part 3 of the Scheme
Document (the "NSTA Condition") prior to that date.  In the event of the NSTA
Condition not having been satisfied, or waived, prior to that date, i3 Energy
will require to reschedule the Court Hearing to a later date and this will be
announced by i3 Energy and/or Gran Tierra via a Regulatory Information
Service.  In such circumstances, the Election Return Time will be extended
accordingly.

 

On the basis the Court Hearing takes place on 29 October 2024, i3 Energy
Shareholders will be able to make Elections under the Mix-and-Match facility
until the Election Return Time, which will be 1.00 p.m. on 22 October 2024.
For i3 Energy Shareholders holding their i3 Energy Shares in CREST, the period
for making Elections will commence no later than 9 October 2024 and continue
until the Election Return Time.

 

An updated expected timetable of principal events is set out below.  The
dates and times in the timetable are indicative only, are based on i3 Energy's
and Gran Tierra's current expectations and may be subject to changes.  These
dates and times will depend on, among other things, the date on which: (i) the
NSTA Condition and the other conditions referred to in paragraph 3 (a) to (e)
(inclusive) of Part A of Part 3 of the Scheme Document are satisfied (or, if
capable of waiver, waived), (ii) the Court sanctions the Scheme, and (iii) the
Court Order is delivered to the Registrar of Companies.

 

If any of the expected times and/or dates in this announcement change, the
revised times and/or dates will be announced through a Regulatory Information
Service.

 

 Event                                                                           Time and/or date 2  (#_ftn2)
 Election Return Time in respect of the Mix and Match Facility                   1.00 p.m. on 22 October 2024
 Court Hearing (to sanction the Scheme)                                          29 October 2024
 Last day of dealings in, and for the registration of transfers of, and          30 October 2024
 disablement in CREST of, i3 Energy Shares
 Scheme Record Time                                                              6.00 p.m. on 30 October 2024
 Suspension of trading of, and dealings in, i3 Energy Shares on AIM 3  (#_ftn3)  7.30 a.m. on 31 October 2024
 Effective Date                                                                  31 October 2024
 Announcement concerning the extent to which elections under the Mix and Match   1 November 2024
 Facility will be satisfied
 New Gran Tierra Shares to be issued to i3 Energy Shareholders                   by no later than 8.00 a.m. on 1 November 2024
 Cancellation of admission to trading of i3 Energy Shares on AIM                 by no later than 8.00 a.m. on 1 November 2024
 Admission and commencement of dealings in New Gran Tierra Shares on the London  8.00 a.m. on 1 November 2024
 Stock Exchange
 Admission and commencement of dealings in New Gran Tierra Shares on the NYSE    9.30 a.m. (New York City time) on 1 November 2024
 American
 Admission and commencement of dealings in New Gran Tierra Shares on the TSX     by no later than 5 November 2024
 Cancellation of admission to trading of i3 Energy Shares on the TSX             by no later than 5 November 2024
 Accounts of uncertificated i3 Energy Shareholders to be credited with New Gran  on or soon after 8.00 a.m. on the date of Admission, but not later than 14
 Tierra Shares (as applicable)                                                   November 2024
 Despatch of share certificates or DRS advices for New Gran Tierra Shares (as    by 14 November 2024
 applicable)
 Latest date for accounts of uncertificated i3 Energy Shareholders to be         by 14 November 2024
 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 4  (#_ftn4)

 

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

 

END

 

Enquiries:

 i3 Energy                                                                     c/o Camarco

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

 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
 Camarco

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

 

 

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.

 

i3 Energy 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. i3 Energy 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)

 

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.

 

 

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.

 

Responsibility

 

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

 

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.

 

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 (http://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/
(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.

 

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 timing of the Court Hearing and the Election
Return Time, the expected timetable of principal events set out under the
headings "Event" and "Effective Date", the Acquisition Dividend and the
expected timing thereof, 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.

 

 1  (#_ftnref1) The financial terms of the Acquisition are final and 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.

 2  (#_ftnref2) These dates and times are indicative only and are based on i3
Energy's and Gran Tierra's current expectations. Such dates and times may be
subject to changes, and will depend on, among other things, the date upon
which (i) the Conditions are satisfied or, if capable of waiver, waived; (ii)
the Court sanctions the Scheme; and (iii) the Court Order is delivered to the
Registrar of Companies.  References to times are to London, United Kingdom
time, unless otherwise stated.  If any of the expected 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.

 3  (#_ftnref3) Timing of suspension of trading of, and dealings in, the i3
Energy Shares on the TSX to be confirmed.

 4  (#_ftnref4) This is the latest date by which the Scheme may become
effective unless i3 Energy and Gran Tierra agree, with the consent of the
Panel and (if required) the Court, a later date.

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