AMER.L Regulatory News (AMER)

8 January 2020

Amerisur Resources Plc ("Amerisur" or the "Company" and together with its subsidiaries, the "Group")

Statement Regarding Potential Litigation

Further to recent media reports, Amerisur Resources Plc ("Amerisur" or the "Company") announces that the Company's solicitors received a copy of a Claim Form issued in the High Court of England and Wales by Leigh Day solicitors, a no win no fee firm, on behalf of 15 claimants described as members of the farming community in the department of Putumayo in the Republic of Colombia (the "Claimants"). No Particulars of Claim were served with the Claim Form.

The Claim Form stated that the Claimants are seeking compensation for damage said to be caused by environmental contamination and pollution caused by the Company in Colombia. The Claimants have currently quantified their losses in the sum of £5,500 per person, equal therefore to £82,500 based on 15 individual claimants (excluding legal fees). The accusations of environmental damage referenced in the Application have previously been investigated by the Colombian regulator, and have been found not to have any merit. The Company views the substance of the claim to be without merit.

The Company's solicitors have also received a copy of an Application Notice issued by Leigh Day on behalf of the Claimants, seeking a worldwide freezing order against the Company (the "Application") to protect the value of their claim. The Application is listed for a first hearing on 9 January 2020. The Company has been advised that the Court is unlikely to make any final determination on the Application as at that date and that the Application is unlikely to be successful.

Even if successful (and contrary to the media reports), the Application is not expected to disrupt the recommended cash acquisition pursuant to which GeoPark Colombia, a wholly owned subsidiary of GeoPark, will acquire the entire issued and to be issued ordinary share capital of Amerisur pursuant to a scheme of arrangement (the "Scheme"). The Application does not seek to prevent the Scheme from being sanctioned or from becoming effective. The Scheme is expected to become effective on 16 January 2020.

Effective Date and Timetable for the Transaction

Completion of the Transaction remains subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing, which is scheduled for 14 January 2020.

Subject to the Scheme receiving the sanction of the Court on that date and the delivery of the Court Order to the Registrar of Companies, the Scheme is expected to become Effective on 16 January 2020.

It is also expected that dealings in Amerisur Shares will be suspended with effect from 7.30 a.m. on 16 January 2020. The last day of dealing in, and for registration of transfers of, Amerisur Shares will therefore be 15 January 2020. If the Court sanctions the Scheme on 14 January 2020, the London Stock Exchange will be requested to cancel trading of Amerisur Shares on AIM. Such cancellation is expected to take effect from 7.00 a.m. on 17 January 2020.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 9 of the Scheme Document. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service.

General

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document, a copy of which is available on Amerisur's website at https://www.amerisurresources.com/investor-centre.

This announcement has been released with the consent of GeoPark.

All references in this announcement to times are to times in London (unless otherwise stated).

This announcement does not contain inside information.

Ends

 Enquiries:

Important Notices

BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of BMO nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Stifel nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Arden Partners plc ("Arden"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Arden nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and is regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Amerisur and no one else in connection with the Transaction and any other arrangements referred to in this announcement. Investec will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Transaction and the other arrangements referred to in this announcement and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Investec nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for GeoPark and no one else in connection with the Transaction and will not be responsible to anyone other than GeoPark for providing the protections offered to clients of Rothschild & Co nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on BMO, Stifel, Arden, Investec and Rothschild & Co by the FSMA or the regulatory regime established thereunder, each of BMO, Stifel, Arden, Investec and Rothschild & Co does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement, or any other statement made or purported to be made by it or on its behalf in connection with Amerisur, the Transaction or the other arrangements referred to in this announcement. Each of BMO, Stifel, Arden, Investec and Rothschild & Co (and their respective subsidiaries, branches and affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this announcement or any other statement made or purported to be made by it or on its behalf in connection with Amerisur or the Transaction or the other arrangements referred to in this announcement. Ashurst LLP and Rosenblatt Limited are retained as legal advisers to Amerisur. Norton Rose Fulbright LLP is retained as legal adviser to GeoPark and GeoPark Colombia.

Publication on a website

A copy of this announcement, any document incorporated by reference herein and, in the case of Amerisur only, the documents required to be published by Rule 26 of the Takeover Code and pursuant to Rule 26 of the AIM Rules for Companies will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GeoPark's website at https://www.geo-park.com/en/index/ and Amerisur's website at www.amerisurresources.com/investor-centre by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the content those websites are not incorporated into and do not form part of this document.

Request for Hard Copy

Amerisur Shareholders may request a hard copy of this announcement by contacting Link Asset Services on 0371 664 0321 or by submitting a request in writing to The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or to shareholderenquiries@linkgroup.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You may also request that all future documents, announcements and information to be sent to you in relation to the Transaction should be sent in hard copy form.

Important Information

If you are in any doubt about the Transaction or the contents of this document or what action you should take, you are recommended to seek your own personal financial, tax and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent adviser in the relevant jurisdiction.