Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE) (TSX:GTE) (LSE:GTE) announced that at its annual meeting of stockholders held on May 3, 2023, the Company’s stockholders have approved a 1-for-10 reverse stock split (the “reverse stock split”) of the Company’s common stock, par value $0.01 per share.
The reverse stock split was previously approved by the Company’s board of directors in February 2023, subject to shareholder approval.
The Company plans to file an amendment to its certificate of incorporation to effectuate the reverse stock split as of 12:01 a.m. Eastern Time on May 5, 2023, and the Company’s common stock is expected to begin trading on a split-adjusted basis as of the opening of trading on May 5, 2023, on the NYSE American, with trading on the Toronto Stock Exchange (“TSX”) and the London Stock Exchange (“LSE”) on a split-adjusted basis expected to commence following and subject to satisfaction of certain customary conditions with the TSX, the LSE and the Financial Conduct Authority. Following the applicable effective date on each stock exchange, shares of the Company’s common stock will continue to trade on the NYSE American and TSX with a new CUSIP number (38500T 200), and on the LSE with a new ISIN number (US38500T2006), in each case under the symbol “GTE”.
When the reverse stock split becomes effective, every ten (10) of the Company’s issued shares of common stock will be combined into one issued share of common stock, without any change to the par value per share. This will reduce the number of issued and outstanding shares of common stock from approximately 333.0 million shares to approximately 33.3 million shares. The Company’s outstanding options will be proportionately adjusted to increase the exercise price and reduce the number of shares issuable upon exercise.
If, as a result of the reverse stock split, a stockholder would otherwise be entitled to a fraction of a share of common stock in respect of the total aggregate number of pre-reverse stock split shares held by such stockholder, no such fractional shares will be awarded. The aggregate number of post-reverse stock split shares of common stock that such stockholder is entitled to will, if the fraction is less than half a share, be rounded down to the next nearest whole number of shares, and if the fraction is at least half of a share, be rounded up to the nearest whole number of shares, with all shares of common stock held by a beneficial holder being aggregated.
The reverse stock split will affect all holders of common stock uniformly and will not affect any shareholder’s percentage ownership interest in the Company, except as a result of the treatment of fractional shares. Neither will the reverse stock split have any direct impact on the market capitalization of the Company, nor modify any voting rights or other terms of the common stock.
Stockholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the consequence of the reverse stock split reflected in their accounts on or after May 5, 2023. Such beneficial holders may contact their bank, broker, or nominee for more information.
The Company’s transfer agent, Odyssey Trust Company ("Odyssey"), will act as the exchange agent for the reverse share split. In connection with the reverse share split, Odyssey will send a letter of transmittal to registered shareholders which will enable them to exchange their old share certificates for a Direct Registration System Advice/Statement, representing the number of new post-reverse share split common shares they hold, in accordance with the instructions provided in the letter of transmittal. Registered shareholders will be able to obtain additional copies of the letter of transmittal through Odyssey. Until surrendered, each share certificate representing pre-reverse share split common shares will represent the number of whole post-reverse share split common shares to which the holder is entitled as a result of the reverse share split.
Non-registered beneficial holders holding their common shares through intermediaries (securities brokers, dealers, banks, financial institutions, etc.) will not need to complete a letter of transmittal and should note that such intermediaries may have specific procedures for processing the reverse share split, including the treatment of fractional shares. Shareholders holding their common shares through an intermediary and who have any questions in this regard are encouraged to contact their intermediary.
