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Gran Tierra Energy Inc

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Gran Tierra Energy Inc This document comprises a prospectus (the "Prospectus") relating to Gran Tierra Energy Inc. (the "Company" or "Gran Tierra") prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the "FCA") (the "Prospectus Rules") made under section 73A of the Financial Services and Markets Act 2000, as amended ("FSMA"), and approved by the FCA under section 87A of FSMA. This Prospectus will be made available to the public in accordance with Rule 3.2 of the Prospectus Rules. The Company and the directors of the Company whose names appear on page 35 of this Prospectus (the "Directors") accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Applications have been made (a) to the FCA for all of the shares of the Company's common stock, par value of $0.001 per share, (the "Common Stock") to be admitted to listing on the standard listing segment of the Official List of the FCA (the "Official List") and (b) to the London Stock Exchange plc (the "London Stock Exchange") for all of the shares of Common Stock to be admitted to trading on the London Stock Exchange's main market for listed securities (together, "Admission"). It is expected that Admission will become effective and that dealings will commence in the Common Stock on the London Stock Exchange at 8.00 a.m. on 10 October 2018. The Company's shares of Common Stock are currently admitted to trading on the New York Stock Exchange American (the "NYSE American") and on the Toronto Stock Exchange (the "TSX") and, following Admission, will continue to be listed on the NYSE American and on the TSX. No application has been, or is currently intended to be, made for the shares of Common Stock to be admitted to listing or trading on any other stock exchange. This Prospectus is issued solely in connection with Admission. This Prospectus does not constitute or form part of an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for, any securities by any person. No offer of shares of Common Stock is being made in any jurisdiction. Prospective investors should read the entirety of this Prospectus and, in particular, the section titled "Risk Factors" for a discussion of certain factors that should be considered in connection with an investment in the Common Stock. Prospective investors should be aware that an investment in the Company involves a degree of risk and that, if certain of the risks described in this Prospectus occur, investors may find their investment materially adversely affected. Accordingly, an investment in the Common Stock is only suitable for investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment. ________________________________________ Gran Tierra Energy Inc. (Incorporated and registered in the State of Delaware, U.S. with registered number 6198266) Admission of 391,316,489 shares of Common Stock to listing on the standard listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities Financial Adviser RBC Capital Markets ________________________________________ RBC Europe Limited, trading as RBC Capital Markets, ("RBC Capital Markets") is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA. RBC Capital Markets is acting exclusively for the Company and no one else in connection with Admission and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to Admission or any transaction, matter or arrangement referred to in this Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposed by FSMA or the regulatory regime established thereunder, neither RBC Capital Markets nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) or makes any representation or warranty, express or implied, to any person in respect of any acts or omissions of the Company in relation to Admission or for the contents of this Prospectus, including its accuracy, completeness or verification or for any other statement made or purported to be made by or on behalf of it, the Company or the Directors in connection with the Company, the Common Stock or other matters referred to in this Prospectus, and nothing in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. RBC Capital Markets accordingly disclaims, to the fullest extent permitted by applicable law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might have in respect of any acts or omissions of the Company in relation to Admission and for this Prospectus or any such statement. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by the Company, the Directors or RBC Capital Markets. Neither the publication or delivery of this Prospectus shall, under any circumstances, create any implication that there has been no change in the Company's affairs since the date of this Prospectus or that the information in this Prospectus is correct as at any time subsequent to its date. The contents of this Prospectus should not be construed as legal, financial, business, investment or tax advice. Each prospective investor should consult his, her or its legal adviser, independent financial adviser or tax adviser for legal, financial, business, investment or tax advice. Prospective investors must inform themselves as to (a) the legal requirements within their own countries for the purchase, holding, transfer, redemption or other disposal of the Common Stock; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer, redemption or other disposal of the Common Stock which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer, redemption or other disposal of the Common Stock. The distribution of this Prospectus into certain jurisdictions may be restricted by law. Information to Distributors Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, and the Common Stock have been subject to a product approval process, which has determined that the Common Stock are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Common Stock may decline and investors could lose all or part of their investment; the Common Stock offer no guaranteed income and no capital protection; and an investment in the Common Stock is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to Admission. Furthermore, it is noted that, notwithstanding the Target Market Assessment, RBC Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Common Stock. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Common Stock and determining appropriate distribution channels. The date of this Prospectus is 28 September 2018. 2 TABLE OF CONTENTS Page SUMMARY .............................................................................................................................................
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