REG-Gran Tierra Energy Inc. Announces Amendment of 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

05/02/2026 11:45

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CALGARY, Alberta, Feb. 05, 2026 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc.
(“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE)
today announced the amendment 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 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 (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.

The Company is amending the Exchange Offer to (i) modify the terms of the
Cash Consideration (as described below), (ii) increase the coupon rate of the
New Notes to 9.750%, (iii) include an amortization schedule for the New
Notes, (iv) add a new guarantor and collateral, and (v) modify certain
covenants of the New Notes, all as described in further detail in the
Supplement to the Exchange Offer Memorandum, dated as of February 5, 2026
(the “Supplement”).

As previously announced, simultaneously with the Exchange Offer, the Company
is conducting a solicitation (the “Solicitation”) of consents (the
“Consents”) 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”). The Proposed Amendments would 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 Exchange Offer and Solicitation may be amended,
extended, terminated or withdrawn. The New Notes will be issued pursuant to an
indenture and will be senior secured obligations.

The Company’s obligation to accept Existing Notes tendered pursuant to the
Exchange Offer and Consents delivered 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 receipt (and not valid revocation) of the Consents of
Eligible Holders of Existing Notes that, in the aggregate, represent not less
than 66-2/3% in aggregate principal amount of the Existing Notes outstanding
to effect the Proposed Amendments (the “Required Holders”) prior to 5:00
p.m., New York City time, on February 11, 2026, unless extended or earlier
terminated by the Company, in its sole discretion (the “Early Participation
Deadline”), (iii) 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 the Existing
Notes outstanding prior to the Early Participation Deadline (the “Minimum
Exchange Condition”), and (iv) 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 (as defined below) (such condition the “Financing
Condition”), certain other customary conditions. The Company reserves the
right to waive the conditions to the Exchange Offer at any time.

Existing Notes tendered for their exchange on or prior to the Early
Participation Deadline may be validly withdrawn, and the related Consents may
be validly revoked, at any time prior to 5:00 p.m., New York City time, on
February 11, 2026, unless extended by the Company, in its sole discretion (the
“Withdrawal Deadline”).

As described in the Supplement, the Company is amending the cash portion of
the Total Consideration that is payable to all Eligible Holders whose Existing
Notes are validly tendered (and not validly withdrawn) on or prior to the
Early Participation Deadline and whose Existing Notes are accepted for
exchange to be equal to US$125.0 million (as amended, the “Cash
Consideration”). The Total Consideration and Early Participation Premium
remain unchanged.

The pro rata portion of the 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, and accepted for exchange, will be determined at the
Early Participation Deadline, based on the aggregate amount of Existing Notes
validly tendered (and not validly withdrawn) on or prior to the Early
Participation Deadline.

The greater the amount of Existing Notes validly tendered (and not validly
withdrawn), the lower the pro rata portion of the Cash Consideration per
US$1,000 aggregate principal amount of Existing Notes tendered (and not
validly withdrawn). For example: (i) if 100% of the Existing Notes
outstanding is validly tendered (and not validly withdrawn) on or prior to the
Early Participation Deadline, each Eligible Holder will receive, for each
US$1,000 aggregate principal amount of Existing Notes validly tendered (and
not validly withdrawn), approximately US$174.50 in cash and approximately
US$825.50 in aggregate principal amount of New Notes, and (ii) if 80% of the
Existing Notes outstanding is validly tendered (and not validly withdrawn) on
or prior to the Early Participation Deadline, each Eligible Holder will
receive, for each US$1,000 aggregate principal amount of Existing Notes
validly tendered (and not validly withdrawn), approximately US$218.12 in cash
and approximately US$781.88 in aggregate principal amount of New Notes.

Eligible Holders who validly tender Existing Notes and deliver Consents after
the Early Participation Deadline and on or prior to 5:00 p.m., New York City
time, on February 27, 2026, unless extended by the Company, in its sole
discretion (the “Expiration Deadline”) and whose Existing Notes are
accepted for exchange by us will receive for each US$1,000 aggregate principal
amount of Existing Notes validly tendered (and not validly withdrawn), US$950
aggregate principal amount of New Notes (the “Exchange Consideration”).

Eligible Holders whose Existing Notes are accepted for exchange will be paid
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 (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.

At any time after the Withdrawal Deadline and before the Expiration Deadline,
if the Company has received the Consent of Required Holders of Existing Notes,
the Company and the trustee under the Existing Indenture may execute and
deliver a Supplemental Indenture to the Existing Indenture, which will give
effect to the Proposed Amendments to the Existing Notes, that will be
effective upon execution but will only become operative upon consummation of
the Exchange Offer on the Early Settlement Date.

The Company will not receive any cash proceeds from the issuance of the New
Notes in the Exchange Offer and the Solicitation. Existing Notes surrendered
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 (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. 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 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
Solicitation of Consents; the Company’s ability to comply with covenants in
its Existing Indentures; the Company’s ability to obtain amendments to the
covenants in its Existing Indentures; 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