The Securities Commission granted Gran Tierra Energy Inc. (the Filer) an exemption from the formal issuer bid requirements under National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), allowing the Filer to purchase its own shares through the facilities of the NYSE American and other U.S. markets in connection with its normal course issuer bid (NCIB) on the Toronto Stock Exchange (TSX). This decision is subject to conditions that align with the TSX’s normal course issuer bid rules, ensuring that the aggregate limit of shares purchased does not exceed 10% of the Filer’s public float as defined by the TSX Company Manual.
The exemption is conditional upon compliance with U.S. securities laws, including Rule 10b-18 under the 1934 Act, which provides a safe harbor from liability for manipulation. The Filer’s purchases must also adhere to the TSX’s rules, including the maximum allowable purchase limits, and must be reported via a press release outlining the terms and conditions of the exemption.
The exemption is valid for 36 months from the date of the decision and is limited to the number of shares that can be acquired within any 12-month period, ensuring that the total does not exceed 5% of the outstanding shares at the beginning of that period when combined with other market purchases. The decision was made by the Alberta Securities Commission, acting as the principal regulator, and also reflects the decision of the securities regulatory authority in Ontario.