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

Core Viewpoint - Gran Tierra Energy Inc. has announced the early participation results of its Exchange Offer to exchange its outstanding 9.500% Senior Secured Amortizing Notes due 2029 for newly issued 9.750% Senior Secured Amortizing Notes due 2031, with significant participation from eligible holders [1][2]. Group 1: Exchange Offer Details - The Exchange Offer involves exchanging US$716.34 million of Existing Notes, with US$636.74 million (approximately 88.89%) validly tendered by the Early Participation Deadline [2]. - The Company received consents from holders representing at least 66-2/3% of the Existing Notes, allowing for proposed amendments to the indenture, which will become operative upon the consummation of the Exchange Offer [3]. - The Exchange Offer will expire on February 27, 2026, unless extended or terminated earlier by the Company [7]. Group 2: Consideration and Payments - Eligible Holders who tendered Existing Notes by the Early Participation Deadline will receive a Total Consideration of US$1,000 per US$1,000 aggregate principal amount of Existing Notes, including a US$50 Early Participation Premium [5]. - The total cash consideration for all validly tendered Existing Notes is expected to be US$125 million, with each holder potentially receiving approximately US$196.31 in cash and US$803.69 in New Notes for each US$1,000 of Existing Notes tendered [6]. - The Company will not receive cash proceeds from the issuance of the New Notes, and the Existing Notes tendered will be cancelled [12]. Group 3: Amendments and Conditions - Proposed amendments include the elimination of restrictive covenants and the release of collateral securing the Existing Notes [3]. - The Company expects to accept all validly tendered Existing Notes by the Early Participation Deadline, subject to certain conditions being met, including a minimum exchange condition of 80% of Existing Notes [11]. - The definition of Accrued Interest has been amended to deduct accrued interest on the New Notes from the Early Settlement Date to the Settlement Date [9].