CALGARY , June 2, 2015 /CNW/ - Gary Guidry, Ryan Ellson , James Evans , Lawrence West and Dulat Zhurgenbay (the "Individuals") announced today that they have each withdrawn their entire interest in West Face SPV (Cayman) I L.P. ("West Face SPV"), a single purpose limited partnership formed by West Face Capital Inc. ("West Face") and West Face Long Term Opportunities Global Master L.P. ("West Face GMF") together with the Individuals for the purpose of exploring opportunities to replace the directors and management of Gran Tierra Energy Inc. (GTE.TO) ("Gran Tierra"). Concurrently with the Individuals' withdrawal, West Face GMF withdrew substantially all of its interest in West Face SPV and West Face, West Face GMF, and the Individuals ended their formal contractual relationship in respect of Gran Tierra.
As a result of the withdrawal of their interest in West Face SPV, beneficial ownership of 2,700,000 shares of common stock of Gran Tierra in the aggregate was transferred by West Face SPV to the Individuals pro rata, representing in the aggregate approximately 0.97% of the total issued and outstanding shares of common stock of Gran Tierra or approximately 1.52% of the total issued and outstanding shares of common stock of Gran Tierra, assuming the exercise of an aggregate of 1,350,000 stock options and settlement of 195,000 restricted stock units of Gran Tierra already owned by the Individuals. Other than foregoing shares of common stock, stock options and restricted stock units of Gran Tierra owned by the Individuals, the Individuals do not own any other securities of Gran Tierra. West Face SPV no longer beneficially owns any securities of Gran Tierra, as beneficial ownership of all shares of common stock of Gran Tierra owned by West Face SPV has been transferred to West Face GMF and the Individuals in connection with the withdrawal of their interests in West Face SPV.
The Individuals intend to enter into a voting commitment with Gran Tierra pursuant to which they will agree to vote all of their shares of common stock of Gran Tierra at the annual meeting of stockholders of Gran Tierra to be held on June 24, 2015 in favour of each of the nominees for election as a director of Gran Tierra set forth in Gran Tierra's definitive proxy statement dated May 15, 2015 .
The Individuals expect to review from time to time their respective investments in Gran Tierra and may, depending on the market and other conditions and factors, and subject in all cases to applicable securities laws and the trading policies of Gran Tierra, acquire additional securities of Gran Tierra or dispose of all or a portion of the securities of Gran Tierra currently owned or controlled by such Individual.
An early warning report will be filed in accordance with applicable securities laws.
Cautionary Statement Regarding Forward-Looking Statements
The information herein may contain "forward-looking statements." Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "targets," "forecasts," "seeks," "could" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Our forward-looking statements are based on our current intent, belief, expectations, estimates and projections regarding Gran Tierra, and projections regarding the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
SOURCE Gary Guidry