EX-2.2
from 8-K
25 pages
1. Definitions and Interpretation 1 2. Publication of the Announcement and the Terms of the Acquisition 7 3. Undertakings in Relation to Regulatory Approvals and Conditions 7 4. Acquisition Document 10 5. Implementation of the Acquisition 10 6. Switching to a Takeover Offer 11 7. I3 Energy PLC Share Plans 12 8. Directors' and Officers' Insurance 13 9. Termination 13 10. Takeover Code 14 11. Warranties 14 12. Costs 15 13. Entire Agreement 15 14. Assignment 15 15. Notices 15 16. Language 17 17. Waivers, Rights and Remedies 17 18. No Partnership 17 19. Time of Essence 17 20. Further Assurances 17 21. Counterparts 17 22. Variations 17 23. Invalidity 18 24. Third Party Enforcement Rights 18 25. Governing Law and Jurisdiction 18 Schedule I3 Energy PLC Share Plans 1 Form of Announcement 7 This Agreement Is Made on 19 August 2024 Between: (1) Gran Tierra Energy Inc. a Company Incorporated in Delaware Whose Registered Office Is at 500 Centre Street Se Calgary Alberta Canada T2g 1a6 (Gran Tierra Energy Inc.); and (2) I3 Energy PLC, a Public Limited Company Registered in England and Wales With the Company Number 10699593, Whose Registered Office Is at New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, United Kingdom, So53 3lg (I3 Energy PLC), (Each a Party and Together the Parties). Recitals: (A) Gran Tierra Energy Inc., Proposes to Announce Immediately Following Execution of This Agreement a Firm Intention to Make a Recommended Offer for the Entire Issued and to Be Issued Share Capital of I3 Energy PLC Pursuant to Rule 2.7 of the Code. (B) the Acquisition Will Be Made on the Terms and Subject to the Conditions Set Out in the Announcement and This Agreement. (C) the Parties Intend That the Acquisition Will Be Implemented by Way of the Scheme, Although Gran Tierra Energy Inc. Reserves the Right, Subject to the Terms of This Agreement and the Announcement, to Implement the Acquisition by Way of the Takeover Offer
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EX-2.4
from 8-K
11 pages
June 26, 2017 Amendment to the Share and Loan Purchase Agreement Dated February 5, 2017, as Amended on May 30, 2017 and June 22, 2017 (The "Share and Loan Purchase Agreement") Between Gran Tierra Energy International Holdings Ltd., Gran Tierra Luxembourg Holdings S.Á.R.L. and Maha Energy Ab. 1. the Definition of "Closing" in Section 1.1(aa) Is Deleted and Replaced With the Following
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EX-2.3
from 8-K
2 pages
June 22, 2017 Amendment to the Share and Loan Purchase Agreement Dated February 5, 2017, as Amended on May 30, 2017 (The "Share and Loan Purchase Agreement") Between Gran Tierra Energy International Holdings Ltd., Gran Tierra Luxembourg Holdings S.Á.R.L. and Maha Energy Ab. 1. Section 2.8 Is Amended by Replacing There Words "Five (5) Business Days" in the First Paragraph Thereof With the Words "Four (4) Business Days"
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EX-2.2
from 8-K
2 pages
May 30, 2017 Amendment to the Share and Loan Purchase Agreement Dated February 5, 2017 (The "Share and Loan Purchase Agreement") Between Gran Tierra Energy International Holdings Ltd., Gran Tierra Luxembourg Holdings S.Á.R.L. and Maha Energy Ab. 1. the Definition of "Closing Date" in Section 1.1(cc) Is Deleted and Replaced With the Following: " "Closing Date" Means the Later Of: (I) the Fulfillment, Completion or Waiver of All of the Conditions Set Out in Article 6; and (II) June 30, 2017; or Such Earlier or Later Date as the Parties May Agree in Writing." 2. the Definition of "Effective Date" in Section 1.1(pp) Is Deleted and Replaced With the Following: " "Effective Date" Means the Closing Date." 3. the Following Is Added as a New Section 2.1(c)
12/34/56
EX-2
from SB-2
1 page
Certificate Amending Articles of Incorporation of Goldstrike Inc. the Undersigned, Being the Original Incorporator of Goldstrike Inc., a Nevada Corporation, Hereby Certifies That There Being No Stock Issued, Whereby a Unanimous Vote of the Incorporators at a Meeting Held on September 29, 2003, It Was Agreed That This Certificate Amending Articles of Incorporation Be Filed. the Undersigned Certifies That the Original Articles of Incorporation of Goldstrike Inc. Were Filed With the Secretary of State of Nevada on June 6, 2003. the Undersigned Further Certifies That the Fourth Article of the Original Articles of Incorporation Filed on June 6, 2003 Herein Is Amended to Read as Follows: Fourth Article Fourth. That the Total Number of Common Stock Authorized That May Be Issued by the Corporation Is Seventy Five Million (75,000,000) Shares of Stock With a Par Value of One Tenth of One Cent ($0.001) Per Share and No Other Class of Stock Shall Be Authorized. Said Shares May Be Issued by the Corporation From Time to Time for Such Considerations as May Be Fixed by the Board of Directors. the Undersigned Hereby Certifies That He Did on This September 29, 2003, Execute This Certificate Amending Articles of Incorporation Heretofore Filed With the Secretary of State of Nevada. By: /S/ Daniel A. Kramer - Daniel A. Kramer,incorporator
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