REG-Gran Tierra Energy Inc. Announces Expiration and Final 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

02/03/2026 11:30

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CALGARY, Alberta, March 02, 2026 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc.
(“Gran Tierra” or the “Company”) (NYSE
American:GTE)(TSX:GTE)(LSE:GTE) today announced the expiration and final
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 prior to the date hereof, 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                 Total Principal Amount Tendered in the     Percentage of Principal Amount Outstanding      
                                                                                                                                                              Tendered After the Early         Exchange Offer ((2))                                                                       
                                                                                                                                                              Participation Deadline ((1))                                                                                                
 9.500% Senior Secured Amortizing Notes due 2029    Rule 144A: 38500T AC5 / US38500TAC53 Reg. S: U37016 AC3 / USU37016AC37    US$716,340,000                  US$11,717,000                    US$648,457,000                             90.52%                                          



 (1)  The Company accepted for exchange all US$11,717,000 aggregate principal amount of Existing Notes validly tendered after the Early Participation Deadline (as defined herein) and on or before the Expiration Deadline (as defined herein).                                                                                                                    
 (2)  The Company accepted for exchange US$616,984,000 aggregate principal amount of Existing Notes validly tendered and not validly withdrawn on or before the Early Participation Deadline, out of the US$636,740,000 aggregate principal amount of Existing Notes validly tendered and not validly withdrawn on or before the Early Participation Deadline.      



As of 5:00 p.m., New York City time, on February 27, 2026 (the “Expiration
Deadline”), US$11,717,000 aggregate principal amount of Existing Notes had
been validly tendered for exchange and not validly withdrawn, from 5:00 p.m.,
New York City time, on February 11, 2026 (the “Early Participation
Deadline”), through the Expiration Deadline, resulting in a total of
US$648,457,000 aggregate principal amount of Existing Notes outstanding,
representing approximately 90.52% of the total aggregate principal amount of
Existing Notes outstanding, that had been validly tendered for exchange and
not validly withdrawn, as confirmed by D.F. King & Co., Inc., the Information
Agent and Exchange Agent for the Exchange Offer and the Solicitation of
Consents.

On February 18, 2026 (the “Early Settlement Date”), the Company accepted
for exchange a total of US$616,984,000 aggregate principal amount of the
Existing Notes validly tendered and not validly withdrawn on or prior to the
Early Participation Deadline in the Exchange Offer, representing approximately
86.13% of the total aggregate principal amount of Existing Notes outstanding,
and issued US$491,853,000 aggregate principal amount of New Notes. The Company
has accepted for exchange all US$11,717,000 aggregate principal amount of
Existing Notes validly tendered after the Early Participation Deadline and on
or before the Expiration Deadline, resulting in a total acceptance of
US$628,701,000 aggregate principal amount of Existing Notes in the Exchange
Offer, and expected issuance of a total of US$503,570,000 aggregate principal
amount of New Notes.   The final settlement of the Exchange Offer and the
Solicitation of Consents, and the issuance of the additional US$11,717,000 in
aggregate principal amount of New Notes, is expected to occur on March 2,
2026 (the “Settlement Date”), which is the first business day after the
Expiration Deadline.   The Company did not accept US$19,756,000 aggregate
principal amount of Existing Notes validly tendered and not validly withdrawn
on or prior to the Early Participation Deadline, because acceptance of those
Existing Notes would otherwise have resulted in the issuance of less than the
minimum denomination of US$200,000 in principal amount of New Notes to such
Eligible Holders. After the completion of the Exchange Offer, US$87,639,000
aggregate principal amount of Existing Notes will remain outstanding,
representing approximately 12.23% of the total aggregate principal amount of
Existing Notes outstanding at the beginning of the Exchange Offer.

Eligible Holders who validly tendered Existing Notes and delivered Consents,
and did not validly revoke such tenders and Consents, after the Early
Participation Deadline and on or prior to the Expiration Deadline and whose
Existing Notes were accepted for exchange by the Company will receive, on the
Settlement Date, 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 (the “Exchange Consideration”).

The Company previously amended the Exchange Offer to deduct accrued interest
on the New Notes from the Early Settlement Date to, but not including, the
Settlement Date. As such, Eligible Holders who validly tendered their Existing
Notes after the Early Participation Deadline, but on or prior to the
Expiration Deadline, and whose Existing Notes were 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 Settlement Date, less (ii) accrued
and unpaid interest on the New Notes from the Early Settlement Date to, but
not including, the Settlement Date (collectively, the “Accrued Interest”),
payable on the Settlement Date. Interest will cease to accrue on the
Settlement Date for all Existing Notes validly tendered after the Early
Participation Deadline, but on or prior to the Expiration Deadline, and
accepted for exchange in the Exchange Offer.

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 was made, and the New Notes were offered and will be
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 were
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”).

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 was made, and the New Notes were offered and will be 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 made any recommendation as to whether Eligible
Holders should have tendered or refrained 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 needed 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 the
Company’s actual results to differ materially from the forward-looking
statements, including, but not limited to, 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
the Company’s 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 the Canadian System for Electronic Data Analysis and Retrieval +
(“SEDAR+”) at http://www.sedarplus.ca, and UK regulatory filings are
available on the National Storage Mechanism (the “NSM”) 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