REG-Gran Tierra Energy Inc. Announces Early Participation Deadline Results for the Previously Announced Exchange Offer of Certain Existing Notes for New Notes and the Solicitation of Consents to Proposed Amendments to the Existing Indenture

Gran Tierra EnergyAnnouncement

12/02/2026 11:30

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CALGARY, Alberta, Feb. 12, 2026 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc.
(“Gran Tierra” or the “Company”) (NYSE
American:GTE)(TSX:GTE)(LSE:GTE) today announced the early participation
results of its previously announced offer to Eligible Holders (as defined
herein) to exchange (such offer, the “Exchange Offer”) any and all of the
Company’s outstanding 9.500% Senior Secured Amortizing Notes due 2029
(CUSIP: 38500T AC5 / U37016 AC3; ISIN: US38500TAC53 / USU37016AC37) (the
“Existing Notes”) for newly issued 9.750% Senior Secured Amortizing Notes
due 2031 (the “New Notes”), pursuant to the terms and subject to the
conditions set forth in the exchange offer memorandum and consent solicitation
statement, dated January 29, 2026 in respect of the Exchange Offer and the
Solicitation of Consents (as amended and supplemented by the Supplement to the
Exchange Offer Memorandum, dated February 5, 2026, and as further amended or
supplemented hereby, the “Exchange Offer Memorandum”). Any capitalized
terms used in this press release without definition have the respective
meanings assigned to such terms in the Exchange Offer Memorandum.

 Existing Notes                                   CUSIP/ISIN Numbers                                                            Principal Amount Outstanding  Principal Amount Tendered  Percentage of Principal Amount Outstanding      
 9.500% Senior Secured Amortizing Notes due 2029  Rule 144A: 38500T AC5 / US38500TAC53 Regulation S: U37016 AC3 / USU37016AC37  US$716,340,000                US$636,740,000             88.89%                                          

As of 5:00 p.m., New York City time, on February 11, 2026 (the “Early
Participation Deadline”), US$636,740,000 aggregate principal amount of
Existing Notes outstanding, representing approximately 88.89% of the total
aggregate principal amount of Existing Notes outstanding, had been validly
tendered for exchange and not validly withdrawn, as confirmed by the
Information Agent and Exchange Agent for the Exchange Offer.

Since the Company received consents from Eligible Holders of Existing Notes
(the “Consents”) that, in the aggregate, represent not less than 66-2/3%
in aggregate principal amount of Existing Notes outstanding (the “Required
Holders”) from Eligible Holders of Existing Notes to effect certain proposed
amendments (the “Proposed Amendments”) to the indenture dated as of
October 20, 2023, under which the Existing Notes were issued (the “Existing
Indenture”), satisfying the requirements under the Existing Indenture to
adopt the Proposed Amendments, the Company has executed and delivered a
supplemental indenture to the Existing Indenture, with respect to the Proposed
Amendments, but such supplemental indenture will become operative only upon
consummation of the Exchange Offer on the Early Settlement Date. The Proposed
Amendments provide for, among other things, (i) the elimination of
substantially all of the restrictive covenants and associated events of
default and related provisions with respect to the Existing Notes, (ii) the
release of the collateral securing the Existing Notes and (iii) the amendment
of certain defined terms and covenants in the Existing Indenture.

The “Withdrawal Deadline” has not been extended and expired at 5:00 p.m.,
New York City time, on February 11, 2026. Accordingly, holders may no longer
withdraw Existing Notes tendered in the Exchange Offer, except in certain
limited circumstances as set forth in the Exchange Offer Memorandum.  
Except as modified by the terms of this press release, all other terms and
conditions of the Exchange Offer and the Solicitation of Consents, as
previously announced and described in the Exchange Offer Memorandum, remain
unchanged.

Eligible Holders who validly tendered Existing Notes and delivered Consents,
and did not validly revoke such tenders and Consents, on or prior to the Early
Participation Deadline, and whose Existing Notes are accepted for exchange by
the Company will receive, on February 18, 2026 (the “Early Settlement
Date”), for each US$1,000 aggregate principal amount of Existing Notes
validly tendered (and not validly withdrawn) on or prior to the Early
Participation Deadline, US$1,000, a portion of which will be payable in cash
and the remainder will be payable in principal amount of New Notes (the
“Total Consideration”). The Total Consideration includes an early
participation premium for each US$1,000 aggregate principal amount of Existing
Notes validly tendered (and not validly withdrawn) on or prior to the Early
Participation Deadline equal to US$50 (the “Early Participation Premium”),
payable on the Early Settlement Date.

The aggregate cash consideration payable as part of the Total Consideration
(which includes the Early Participation Premium) to all Eligible Holders whose
Existing Notes were validly tendered (and not validly withdrawn) on or prior
to the Early Participation Deadline and whose Existing Notes are accepted for
exchange is equal to US$125.0 million (the “Cash Consideration”). The pro
rata portion of the US$125.0 million Cash Consideration as part of the Total
Consideration for each US$1,000 aggregate principal amount of Existing Notes
validly tendered (and not validly withdrawn) on or prior to the Early
Participation Deadline will be based on the aggregate principal amount of
Existing Notes validly tendered (and not validly withdrawn) on or prior to the
Early Participation Deadline and accepted for exchange. Assuming all
US$636,740,000 aggregate principal amount of the Existing Notes that were
validly tendered for exchange, and not validly withdrawn, on or prior to the
Early Participation Deadline are accepted for exchange, each Eligible Holder
is expected to receive, for each US$1,000 aggregate principal amount of
Existing Notes validly tendered (and not validly withdrawn on or prior to the
Early Participation Deadline), approximately US$196.31 in cash and
approximately US$803.69 in aggregate principal amount of New Notes.
Notwithstanding the foregoing, we will not accept any tender of Existing Notes
that would result in the issuance of less than the minimum denomination of
US$200,000 in principal amount of New Notes. As a result, the actual amount of
Existing Notes accepted in the Exchange Offer and the portion of the Cash
Consideration and amount of New Notes that Eligible Holders will receive in
exchange for Existing Notes validly tendered (and not validly withdrawn) on or
prior to the Early Participation Deadline may differ.

The Exchange Offer and the Solicitation of Consents will expire at 5:00 p.m.,
New York City time, on February 27, 2026 (the “Expiration Deadline”),
unless extended or earlier terminated by the Company, in its sole discretion.
The Company currently expects the settlement for the Existing Notes validly
tendered after the Early Participation Deadline but before the Expiration
Deadline to be on March 2, 2026 (the “Settlement Date”), which is the
first business day after the Expiration Deadline.

The Company is hereby amending the Exchange Offer to increase the Exchange
Consideration for Eligible Holders who validly tender Existing Notes and
deliver Consents, and do not validly revoke such tenders and Consents, after
the Early Participation Deadline and on or prior to the Expiration Deadline
and whose Existing Notes are accepted for exchange, to receive, for each
US$1,000 aggregate principal amount of Existing Notes validly tendered (and
not validly withdrawn), US$1,000 aggregate principal amount of New Notes (as
amended, the “Exchange Consideration”). No Cash Consideration will be paid
for any Existing Notes validly tendered, and Consents validly delivered, after
the Early Participation Deadline and on or prior to the Expiration Deadline.
Any tender of Existing Notes on or prior to the Early Participation Deadline
that is not accepted for exchange because it would result in the issuance of
less than the minimum denomination of US$200,000 in principal amount of New
Notes, due to the payment of the Cash Consideration as a portion of the Total
Consideration, will be able to tender such Existing Notes after the Early
Participation Deadline, but on or prior to the Expiration Deadline, and be
eligible to receive the Exchange Consideration of US$1,000 in principal amount
of New Notes for each US$1,000 aggregate principal amount of Existing Notes
validly tendered (and not validly withdrawn) on or prior to the Expiration
Deadline.

The Company is hereby amending the definition of Accrued Interest to deduct
accrued interest on the New Notes from the Early Settlement Date to, but not
including, the Settlement Date. As a result, Eligible Holders whose Existing
Notes are accepted for exchange will be paid (i) accrued and unpaid interest
on such Existing Notes from, and including, the most recent date on which
interest was paid on such Holder’s Existing Notes to, but not including, the
Early Settlement Date or the Settlement Date, as applicable, less
(ii) accrued and unpaid interest on the New Notes from the Early Settlement
Date to, but not including, the Settlement Date for the Existing Notes which
are accepted for exchange after the Early Participation Deadline but at or
prior to the Expiration Deadline (collectively, the “Accrued Interest”),
payable on the Early Settlement Date or the Settlement Date, as applicable.
Accrued Interest will be paid in cash on the Early Settlement Date or the
Settlement Date, as applicable. Interest will cease to accrue on the Early
Settlement Date or the Settlement Date, as applicable, for all Existing Notes
accepted for exchange in the Exchange Offer.

Our obligation to accept Existing Notes validly tendered, and not validly
withdrawn, pursuant to the Exchange Offer and Consents validly delivered, and
not validly revoked, pursuant to the Solicitation is subject to the
satisfaction of certain conditions described in the Exchange Offer Memorandum,
which include (i) the non-occurrence of an event or events or the likely
non-occurrence of an event or events that would or might reasonably be
expected to prohibit, restrict or delay the consummation of the Exchange Offer
or materially impair the contemplated benefits to us of the Exchange Offer,
(ii) the valid tender (and not valid withdrawal) of Existing Notes by
Eligible Holders in the Exchange Offer that, in the aggregate, represent not
less than 80% in aggregate principal amount of Existing Notes outstanding
prior to the Early Participation Deadline (the “Minimum Exchange
Condition”), (iii) the consummation of an incurrence of new indebtedness,
on terms and subject to conditions satisfactory to us, that results in the
receipt of net proceeds that are sufficient to pay the Cash Consideration
(such condition the “Financing Condition”), and (iv) certain other
customary conditions. The Company reserves the right to waive the conditions
to the Exchange Offer at any time. However, because the aggregate principal
amount of Existing Notes validly tendered pursuant to the Exchange Offer, and
the Consents delivered in the Solicitation, and not validly withdrawn is
greater than the Minimum Exchange Condition, and the Financing Condition is
expected to be satisfied on or prior to the Early Settlement Date, the Company
expects to accept for exchange all Existing Notes validly tendered and not
validly withdrawn at or prior to the Early Participation Deadline, except that
we will not accept any tender of Existing Notes that would result in the
issuance of less than the minimum denomination of US$200,000 in principal
amount of New Notes and subject to the satisfaction of the other conditions
described in the Exchange Offer Memorandum.

The Company will not receive any cash proceeds from the issuance of the New
Notes in the Exchange Offer and the Solicitation of Consents. Existing Notes
tendered in connection with the Exchange Offer, and accepted for exchange,
will be cancelled.

The Exchange Offer is being made, and the New Notes are being offered and
issued, only (a) in the United States to holders of Existing Notes who are
reasonably believed to be “qualified institutional buyers” (as defined in
Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”)) in reliance upon the exemption from the registration requirements of
the Securities Act, and (b) outside the United States to holders of Existing
Notes who are persons other than “U.S. persons” (as defined in Rule 902
under the Securities Act) in reliance upon Regulation S under the Securities
Act and who are non-U.S. qualified offerees and eligible purchasers in other
jurisdictions as set forth in the Exchange Offer Memorandum. Holders who have
returned a duly completed eligibility letter certifying that they are within
one of the categories described in the immediately preceding sentences are
authorized to receive and review the Exchange Offer Memorandum and to
participate in the Exchange Offer and the Solicitation of Consents (such
holders, “Eligible Holders”). Holders who desire to obtain copies of the
Exchange Offer Memorandum, including copies of the supplement, and to obtain
and complete an eligibility letter should either visit the website for this
purpose at www.dfking.com/gte, or call D.F. King & Co., Inc., the
Information Agent and Exchange Agent for the Exchange Offer and the
Solicitation of Consents at +1 (888) 628-9011 (toll free), +1 (646) 582-9168
(banks and brokers), or email at gte@dfking.com.

This press release does not constitute an offer to buy or the solicitation of
an offer to sell the Existing Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. This press
release does not constitute an offer to sell or the solicitation of an offer
to buy the New Notes, nor shall there be any sale of the New Notes in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
jurisdiction. The New Notes will not be registered under the Securities Act or
the securities laws of any state and may not be offered or sold in the United
States absent registration or an exemption from the registration requirements
of the Securities Act and applicable state securities laws.

The Exchange Offer is being made, and the New Notes are being offered and
issued in Canada on a private placement basis to holders of Existing Notes who
are “accredited investors” and “permitted clients,” each as defined
under applicable Canadian provincial securities laws.

None of the Company, the dealer managers, the trustee, any agent or any
affiliate of any of them makes any recommendation as to whether Eligible
Holders should tender or refrain from tendering all or any portion of the
principal amount of such Eligible Holder’s Existing Notes for New Notes in
the Exchange Offer or Consent to any of the Proposed Amendments to the
Existing Indenture in the Solicitation of Consents. Eligible Holders will need
to make their own decision as to whether to tender Existing Notes in the
Exchange Offer and participate in the Solicitation of Consents and, if so, the
principal amount of Existing Notes to tender.

This press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act, Section 21E of the Securities Exchange
Act of 1934, as amended, and the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 or “forward-looking information”
within the meaning of applicable Canadian securities laws. All statements
other than statements of historical facts included in this press release, and
those statements preceded by, followed by or that otherwise include the words
“may,” “might,” “will,” “would,” “could,” “should,”
“believe,” “expect,” “anticipate,” “intend,” “estimate,”
“project,” “target,” “goal,” “guidance,” “budget,”
“plan,” “objective,” “potential,” “seek,” or similar
expressions or variations on these expressions are forward-looking statements.
The Company can give no assurances that the assumptions upon which the
forward-looking statements are based will prove to be correct or that, even if
correct, intervening circumstances will not occur to cause actual results to
be different than expected. Because forward-looking statements are subject to
risks and uncertainties, actual results may differ materially from those
expressed or implied by the forward-looking statements. There are a number of
risks, uncertainties and other important factors that could cause our actual
results to differ materially from the forward-looking statements, including,
but not limited to, the form and results of the Exchange Offer and the
Solicitation of Consents; and those factors set out in the Exchange Offer
Memorandum under “Risk Factors,” in Part I, Item 1A, “Risk Factors”
in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2024, and in the Company’s other filings with the
U.S. Securities and Exchange Commission (the “SEC”). Although the Company
believes the expectations reflected in the forward-looking statements are
reasonable, the Company cannot guarantee future results, level of activity,
performance or achievements. Moreover, neither the Company nor any other
person assumes responsibility for the accuracy or completeness of any of these
forward-looking statements. Eligible Investors should not rely upon
forward-looking statements as predictions of future events. The information
included herein is given as of the date of this press release and, except as
otherwise required by the securities laws, the Company disclaims any
obligation or undertaking to publicly release any updates or revisions to, or
to withdraw, any forward-looking statement contained in this press release to
reflect any change in the Company’s expectations with regard thereto or any
change in events, conditions or circumstances on which any forward-looking
statement is based.

ABOUT GRAN TIERRA ENERGY INC.

Gran Tierra Energy Inc., together with its subsidiaries, is an independent
international energy company currently focused on oil and natural gas
exploration and production in Canada, Colombia and Ecuador. The Company is
currently developing its existing portfolio of assets in Canada, Colombia and
Ecuador and will continue to pursue additional new growth opportunities that
would further strengthen the Company’s portfolio. The Company’s common
stock trades on the NYSE American, the Toronto Stock Exchange and the London
Stock Exchange under the ticker symbol GTE. Except to the extent expressly
stated otherwise, information on the Company’s website or accessible from
our website or any other website is not incorporated by reference into and
should not be considered part of this press release. Investor inquiries may be
directed to info@grantierra.com or (403) 265-3221.

Gran Tierra’s filings with the SEC are available on the SEC website at
http://www.sec.gov. The Company’s Canadian securities regulatory filings are
available on SEDAR+ at http://www.sedarplus.ca and UK regulatory filings are
available on the National Storage Mechanism website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Gran Tierra’s
filings on the SEC, SEDAR and the NSM websites are not incorporated by
reference into this press release.

Contact Information

For investor and media inquiries please contact:

Gary Guidry
President & Chief Executive Officer

Ryan Ellson
Executive Vice President & Chief Financial Officer

+1-403-265-3221

info@grantierra.com

SOURCE Gran Tierra Energy Inc