TransAtlantic Petroleum Notified of NYSE American Listing Deficiency
HAMILTON, Bermuda, Nov. 13, 2020 (GLOBE NEWSWIRE) -- TransAtlantic Petroleum Ltd. (TSX: TNP) (NYSE American: TAT) (the “Company” or “TransAtlantic”) today
announced that, on November 9, 2020, the Company received a letter (the “Letter”) from the NYSE American LLC (“NYSE American”) indicating that it has determined that the Company is not in
compliance with the NYSE American continued listing standards contained in Sections 1003(a)(i), (ii), and (iii) of the NYSE American Company Guide because the Company reported a shareholders’
equity deficit of $17.3 million as of June 30, 2020, and losses from continuing operations and/or net losses in the five most recent fiscal years ended December 31, 2019.
In order to maintain its listing on the NYSE American, the Company must submit a plan by December 9, 2020, advising of actions it has taken or will take to regain compliance with the continued listing standards by May 9, 2022 (the “Plan”). The Company intends to prepare the Plan and submit it to the NYSE American by December 9, 2020. If the NYSE American does not accept the Plan, the Company will be subject to delisting proceedings. There can be no assurance that the Company’s Plan will be accepted by the NYSE American.
In the interim, the Company’s common shares will continue to be listed on the NYSE American, subject to the Company’s compliance with other continued listing requirements of the NYSE American. The Letter does not affect the Company’s business operations or its reporting obligations under the rules and regulations of the Securities and Exchange Commission (the “SEC”), nor does the Letter conflict with or cause an event of default under any of the Company’s material agreements.
As previously announced, on August 7, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, TAT Holdco LLC, a Texas limited liability company (“Parent”) controlled by a group of holders (the “Preferred Shareholder Group”) representing 100% of the Company’s outstanding 12.0% Series A Convertible Redeemable Preferred Shares, and TAT Merger Sub LLC, a Texas limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which the Company will merge with and into Merger Sub (the “merger”) and each of the Company’s issued and outstanding common shares (other than the Excluded Shares and Dissenting Shares (each as defined in the Merger Agreement)) will be canceled and will be converted automatically into the right to receive $0.13 in cash. If the merger is consummated, the Company’s common shares will be delisted from the NYSE American and Toronto Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended, as soon as practicable following the effective time of the merger. Shareholders of the Company will be asked to vote on the adoption and approval of the Merger Agreement, a Bermuda statutory merger agreement, and the transactions contemplated thereby at a special meeting of the Company’s shareholders that will be held on December 17, 2020.