Proposals
To approve the Share Purchase Agreement among Gran Tierra, Seller, Purchaser and Purchaser Guarantor, pursuant to which, among other things, Seller will sell all of the issued and outstanding equity interests of the Company to Purchaser for the consideration and otherwise upon and subject to the terms and conditions set forth in the Share Purchase Agreement. We are seeking the approval of the Sale by our stockholders on the basis that the Sale may be considered to constitute the sale of substantially all of Gran Tierra’s property and assets within the meaning of Section 271 of the DGCL and related case law.
After careful consideration, the Gran Tierra Board of Directors has unanimously determined that the Sale is advisable and in the best interests of Gran Tierra and its stockholders, has authorized, adopted, and approved the Share Purchase Agreement and the Sale, and unanimously recommends that you vote “FOR” the Sale Proposal.
To approve, on an advisory (non-binding) basis, the compensation that may, under certain circumstances, be paid or provided by Gran Tierra to its named executive officers in connection with the Sale.
After careful consideration, the Gran Tierra Board of Directors has unanimously determined that the Sale is advisable and in the best interests of Gran Tierra and its stockholders, has authorized, adopted, and approved the Share Purchase Agreement and the Sale, and unanimously recommends that you vote “FOR” the Compensation Proposal.
To approve the adjournment of the Special Meeting, if necessary or appropriate, in order to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Sale Proposal.
After careful consideration, the Gran Tierra Board of Directors has unanimously determined that the Sale is advisable and in the best interests of Gran Tierra and its stockholders, has authorized, adopted, and approved the Share Purchase Agreement and the Sale, and unanimously recommends that you vote “FOR” the Adjournment Proposal.
REASONS TO SUPPORT
The current Board and Management team have spent more than 20 years patiently building and advancing TNR’s portfolio of royalty and mineral interests, including the Company’s interests in the Mariana Lithium Project, Los Azules Copper Project, Batidero I and II Properties (of the Josemaria Project) and Shotgun Gold Project. The value embedded in these assets reflects the strategy developed and executed by the current Board and Management team.
-
The current Board’s strategic decisions have delivered significant value for shareholders over both the short and long term. TSR over a 5-, 3- and 1- year periods are 775%, 438% and 312%, respectively1. This performance reflects years of disciplined execution, strategic decision-making and value creation by the incumbent Board and Management team.
-
While the Dissident has suggested that its investment in the Company contributed to TNR’s share price performance, shareholders should recognize that the Company’s strategy, asset portfolio, strategic partnerships and key value-creation initiatives were established and advanced by the current Board and Management team well before the Dissident became a significant shareholder.
-
Additionally, this performance was achieved despite volatility and uncertainty in domestic and international macroeconomic environments and reflects the Board’s commitment todeliver “Solid Value in Uncertain Times”.
-
-
The Company’s nominees possess direct knowledge of TNR’s assets, strategic initiatives industry relationships and business model. Successfully advancing a portfolio of royalty and mineral interests requires continuity, experience, sound judgment and a thorough understanding of the Company’s assets and long-term objectives.
-
Importantly, the current Board has already demonstrated its ability to execute this strategy through the advancement of key projects and strategic initiatives. The Board believes its nominees are best positioned to continue building on this progress and maximizing long-term shareholder value.
-
-
The Dissident is seeking to replace all four directors of TNR. However, the Board believes the Dissident has not presented shareholders with a detailed strategic plan, capital allocation framework, management transition plan or governance roadmap demonstrating why wholesale Board replacement would create greater value than the strategy currently being pursued by the Company.
-
The Board believes shareholders should carefully consider whether replacing the entire Board is justified when the Company is performing well, advancing its key assets and pursuing a strategy that has generated significant value for shareholders.
-
-
TNR is entering an important phase of its development. Key assets within the Company’s portfolio continue to advance through important operational and development milestones, positioning TNR to benefit from future value realization opportunities. As the Company enters this next phase of growth, TNR Gold will continue to improve independence and diversity among the Board.
-
The Board believes continuity of leadership, institutional knowledge and strategic direction will best position the Company to capitalize on these opportunities and continue advancing shareholder value.
-
Along with the existing Audit and Special Committees, the newly established Compensation, Corporate Governance and Nominating Committee will strengthen governance practices to ensure that independent oversight over these key functions continues to be vital to TNR’s current success.
-