Announcement • Nov 01

+ 1 more update

Gran Tierra Energy Inc. completed the acquisition of i3 Energy Plc (AIM:I3E) from Bybrook Capital Hazelton Master Fund LP, Bybrook Capital Master Fund LP, Bybrook Capital Badminton Fund LP, Bybrook Capital Badminton 405 Fund LP, Westonbirt Fund LP and other shareholders.

Gran Tierra Energy Inc. agreed to acquire i3 Energy Plc (AIM:I3E) from Bybrook Capital Hazelton Master Fund LP, Bybrook Capital Master Fund LP, Bybrook Capital Badminton Fund LP, Bybrook Capital Badminton 405 Fund LP, Westonbirt Fund LP and other shareholders for approximately £220 million on August 19, 2024. The transaction, which will be executed through a court-sanctioned scheme, involves Gran Tierra offering 10.43 pence in cash per i3 Energy share and one Gran Tierra share for every 207 i3 Energy shares. i3 Energy shareholders will also receive an additional dividend of £25.65 per share. Following completion of the Acquisition, it is expected that the i3 Energy Shares will be cancelled from trading on the AIM market of the London Stock Exchange and delisted from the TSX and that Gran Tierra will, subject to Canadian Securities Laws, apply to have i3 Energy cease to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer. It is intended that the Acquisition will be implemented by way of a court sanctioned scheme of arrangement. The transaction is subject to approval of the Scheme by the i3 Energy Shareholders, the sanction of the Scheme by the Court, FCA, the satisfaction of the NSTA Condition, the Minority Shareholder Protection Condition and the Competition Act Condition, and the approval of the TSX. The Scheme is expected to become effective in Q4 2024. i3 Energy Plc Board given a unanimous and unqualified recommendations to i3 Energy Plc Shareholders in respect of the Acquisition: (i) to vote in favour of the i3 Energy Plc Resolutions; or (ii) if Gran Tierra Energy Inc. elects to proceed with a Takeover Offer in accordance with the terms of this agreement, to accept the Takeover Offer. Upon completion, i3 shareholders will own up to 16.5% of Gran Tierra. In addition, i3's shares on the AIM market of the London Stock Exchange will be delisted. The combination is seen to create a more diverse international energy company operating across the Americas with some 1.4 million net acres in Colombia, 138,000 net acres in Ecuador and 584,000 net acres in Canada. The consideration under the Acquisition will be funded by existing cash resources and debt to be provided under the Facility Agreement. On 19 August 2024 Gran Tierra, as borrower, and Trafigura PTE Ltd., as lender, entered into the Facility Agreement, pursuant to which Trafigura will provide a term loan facility for an amount of £80 million made available on a customary “certain funds” basis consistent with the Takeover Code to fund the cash consideration payable to i3 Energy Shareholders in connection with the Acquisition and associated costs. As of August 27, 2024, Gran Tierra and i3 Energy are pleased to announce that the advance ruling certificate in respect of the Acquisition under the Competition Act (Canada) has received anti-trust clearance. As of August 29, 2024, 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. As of August 29, 2024, i3 Energy plc announced that meeting of shareholders to be held on October 7, 2024. As on September 27, 2024, i3 Energy on September 24, 2024, confirmed that both Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis") have recommended that i3 shareholders vote FOR the proposed acquisition at the upcoming Court Meeting and General Meeting on October 7, 2024. As of October 7, 2024, the shareholders of i3 Energy plc have approved the transaction, representing 93.05% voted in favour of the resolution to approve the Scheme. The date of the Court Hearing has been provisionally established for 29 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. As on October 29, 2024, Court Sanctioned the Scheme of Arrangement. i3 Energy and Gran Tierra are pleased to announce that following the Scheme Court Hearing held earlier today, the Court has issued the Court Order sanctioning the Scheme pursuant to which the Acquisition is to be implemented. Tony P. Loria and Matthew Halasz of VIII Capital Corp. acted as financial advisor to i3 Energy Plc and Gran Tierra Energy Inc. James Joyce, Darshan Patel, Isaac Hooper of Zeus Capital Limited acted as financial advisor to i3 Energy Plc and Gran Tierra Energy Inc. Burness Paull LLP and Norton Rose Fulbright Canada LLP acted as legal advisor to i3 Energy Plc. Tom Mercer, Harry Thimont, Nicolas Laczny, Amelia Howison, Faiza Zakaria, Quentin Robinson, Tim Rennie, Kelsey Reid-Jones, Liz Parkin and John Papadakis of Ashurst LLP and Stikeman Elliott LLP acted as legal advisor to Gran Tierra Energy Inc. Gibson, Dunn & Crutcher LLP acted as legal advisor to Gran Tierra Energy Inc. Tarek Brahim and Arun Chandrasekaran of National Bank Financial, Inc. and Brendan Lines of Tudor, Pickering, Holt & Co. Securities Canada, ULC acted as financial advisors to i3 Energy Plc. Callum Stewart and Simon Mensley of Stifel Nicolaus Europe Limited acted as financial advisor to Gran Tierra. Institutional Shareholder Services (ISS), and Glass Lewis & Co acted as information agents for i3 Energy and have both recommended that shareholders vote FOR the proposed acquisition of i3 Energy by Gran Tierra Energy. Gran Tierra Energy Inc. completed the acquisition of i3 Energy Plc (AIM:I3E) from Bybrook Capital Hazelton Master Fund LP, Bybrook Capital Master Fund LP, Bybrook Capital Badminton Fund LP, Bybrook Capital Badminton 405 Fund LP, Westonbirt Fund LP and other shareholders on October 31, 2024. An application was made for the suspension of admission to trading in i3 Energy Shares on the London Stock Exchange's AIM Market ("AIM") and such suspension has taken effect from 7.30 a.m. today. The cancellation of the admission to trading of the i3 Energy Shares on AIM has been applied for and is expected to take place by November 1, 2024.

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Gran Tierra Energy Inc. completed the acquisition of i3 Energy Plc (AIM:I3E) from Bybrook Capital Hazelton Master Fund LP, Bybrook Capital Master Fund LP, Bybrook Capital Badminton Fund LP, Bybrook Capital Badminton 405 Fund LP, Westonbirt Fund LP and other shareholders.

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