🕐15.11.08 - 13:07 Uhr
GRAN TIERRA ENERGY INC. AND SOLANA RESOURCES LIMITED ANNOUNCE COMPLETION OF BUSINESS COMBINATION
Betreff: [!! SPAM] GRAN TIERRA ENERGY INC.
AND SOLANA RESOURCES LIMITED
ANNOUNCE COMPLETION OF BUSINESS COMBINATION
GRAN TIERRA ENERGY INC.
AND SOLANA RESOURCES LIMITED ANNOUNCE COMPLETION OF
BUSINESS COMBINATION
CALGARY, Alberta - November 14, 2008 - Gran Tierra Energy Inc.
(AMEX: GTE;
TSX: GTE) and Solana Resources Limited (TSX-V: SOR; AIM: SORL) today
announced that they have completed the business combination of Gran Tierra
and Solana.
The boards of directors and the stockholders of both companies approved the
transaction, and all other regulatory and court approval requirements were
satisfied.
Pursuant to the terms of the arrangement agreement announced
July 29, 2008, each Solana shareholder received either (i) 0.9527918 of a
common share of Gran Tierra or (ii) 0.9527918 of a common share of Gran
Tierra Exchangeco, Inc., a Canadian subsidiary of Gran Tierra (an
"Exchangeable Share") for each common share of Solana held.
The Exchangeable
Shares: (i) have the same voting rights, dividend entitlements and other
attributes as Gran Tierra common stock; (ii) are exchangeable, at each
shareholders option, on a one-for-one basis, into Gran Tierra common stock;
and (iii) will be listed on the Toronto Stock Exchange on or about November
19, 2008 in accordance with the Toronto Stock Exchange conditional approval.
The Exchangeable Shares will automatically be exchanged for Gran Tierra
common stock five years from closing, and in certain other events.
The
business combination will be accounted for as an acquisition and the
combined company has approximately 263.1 million shares outstanding (on a
diluted basis).
Following closing of the business combination, Gran Tierra has become an
intermediate-sized producer with the following attributes:
. current production in excess of 11,600 barrels of oil equivalent per
day (boe/d);
. estimated 2008 exit production in excess of 15,000 boe/d;
. working interest in 26 contract areas, 24 operated by Gran Tierra;
. an undeveloped land base of over 1.5 million net acres in Colombia,
1.3 million net acres in Argentina and 3.4 million net acres in Peru;
. an extensive inventory of both exploration and development drilling
prospects for potential future growth; and,
. a 100% working interest in the Costayaco Field, one of the largest
light oil discoveries in recent years in Colombia.
The combined company has cash on hand in excess of US$140 million and no
long-term debt.
With its strong balance sheet, Gran Tierra believes that it
is well positioned for ongoing exploration and development work in its core
areas and for future growth.
"This is another milestone in the growth of our company," commented Dana
Coffield, President and Chief Executive Officer of Gran Tierra.
"In todays
economic environment, the combination of Gran Tierra Energy and Solana
Resources makes tremendous sense as we continue to strengthen our balance
sheet, expand our drilling portfolio, and continue to grow our reserves and
production, transforming Gran Tierra Energy into a premier intermediate oil
and gas exploration and production company.
We have assembled a world-class
team of experienced international professionals with diverse skills and
abilities that is focused on delivering superior financial performance and
value creation for our shareholders," Coffield concluded.
Mr.
J.
Scott Price, President and Chief Executive Officer of Solana, added,
"With a solid asset base, increasing production, strong drilling prospects
and no debt, the combined company is well positioned for growth."
Pursuant to the terms of the Arrangement Agreement and as announced on
October 22, 2008, Solana has applied for suspension of its common shares
from trading on AIM with effect from 8:00 am (London time) on November 17,
2008, and cancellation of the admission of Solana common shares on AIM to
take effect from 8:00 am (London time) on November 18, 2008.
Solana has
also applied to have the Solana common shares delisted from the TSX Venture
Exchange effective November 17, 2008.
Application will also be made to cause
Solana to cease to be a reporting issuer for the purposes of Canadian
securities laws.
About Gran Tierra Energy Inc.
Gran Tierra is an international oil and gas exploration and production
company operating in South America, headquartered in Calgary, Canada and is
incorporated in the United States.
The company holds interests in producing
and prospective properties in Colombia, Argentina and Peru.
The company has
a strategy that focuses on growing a portfolio of producing properties, plus
production enhancement and exploration opportunities to provide a base for
future growth.
Gran Tierra trades on the American Stock Exchange under the
symbol "GTE" and on the Toronto Stock Exchange under the symbol "GTE".
Additional information concerning Gran Tierra is available at
www.grantierra.com , on SEDAR (www.sedar.com) and with the Securities and
Exchange Commission (www.sec.gov).
About Solana Resources Limited
Solana is an international resource company engaged in the acquisition,
exploration, development and production of oil and natural gas.
The
companys properties are located in Colombia, South America and are held
through its wholly owned subsidiary, Solana Petroleum Exploration (Colombia)
Limited.
The Company is headquartered in Calgary, Alberta, Canada.
Additional information concerning Solana is available at
www.solanaresources.com and on SEDAR (www.sedar.com)
Forward Looking Statements
The statements in this press release regarding Gran Tierra Energys
estimated 2008 exit production rate, its belief that it is well positioned
for future growth and that it continues to strengthen its balance sheet,
expand its drilling portfolio, and continues to grow its reserves and
production, its expectations regarding the benefits of the combination with
Solana, and the quality of its drilling prospects are "forward-looking
statements" within the meaning of the U.S.
federal and Canadian securities
laws, including Canadian Securities Administrators National Instrument
51-102 Continuous Disclosure Obligations and the U.S.
Private Securities
Litigation Reform Act of 1995.
The press release also includes information
that has not been reviewed by the independent auditors of Gran Tierra or
Solana.
The following factors, among others, could cause actual results to differ
materially from those set forth in the forward-looking statements: the risk
that unexpected transportation or other issues, such as guerilla activity
that has occurred sporadically in Colombia, will prevent the combined
company from realizing its expected 2008 year end exit production rate; the
risk that the businesses will not be integrated successfully, or that the
integration will be more difficult than expected, which could divert
managements attention from the growth aspects of the business; the risk
that the cost savings and any revenue synergies from the plan of arrangement
may not be fully realized or may take longer to realize than expected; and
disruption from the transaction may make it more difficult to maintain
relationships with regulatory agencies, employees or suppliers, which would
harm its ability to conduct the business efficiently and successfully.
Additional factors that could cause results to differ materially from those
described in the forward-looking statements can be found in the periodic
reports filed by Gran Tierra with the Securities and Exchange Commission,
including in the section entitled "Risk Factors" in its Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November 6,
2008, and available at the Securities and Exchange Commissions internet
site www.sec.gov and on SEDAR at www.sedar.com, as well as Solanas
continuous disclosure documents filed on Solanas SEDAR profile at
www.sedar.com.
All forward-looking statements in this press release are expressly qualified
by information contained in each companys filings with regulatory
authorities and, subject to its obligations under applicable securities
laws, Gran Tierra does not undertake to publicly update forward-looking
statements, whether as a result of new information, future events or
otherwise.
# # #
Cameron Associates
1370 Avenue of the Americas, Ste 902
New York, NY 10019
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