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

Core Viewpoint - Gran Tierra Energy Inc. has completed an exchange offer for its outstanding 9.500% Senior Secured Amortizing Notes due 2029, allowing holders to exchange these for newly issued 9.750% Senior Secured Amortizing Notes due 2031, with significant participation from noteholders [1]. Summary by Sections Exchange Offer Details - The exchange offer was made for all outstanding 9.500% Senior Secured Amortizing Notes due 2029, with the new notes offering a higher interest rate of 9.750% and a later maturity date in 2031 [1]. - The exchange offer memorandum was dated January 29, 2026, and included amendments and supplements prior to the expiration [1]. Participation and Acceptance - As of the expiration deadline on February 27, 2026, a total of US$11,717,000 of Existing Notes were validly tendered after the early participation deadline, contributing to a total of US$648,457,000, which represents approximately 90.52% of the total outstanding notes [4]. - The company accepted US$616,984,000 of Existing Notes tendered before the early participation deadline, which is about 86.13% of the total outstanding notes [5][3]. Settlement and Issuance - The final settlement of the exchange offer is expected to occur on March 2, 2026, with the issuance of a total of US$503,570,000 in New Notes [5]. - Eligible holders who tendered their Existing Notes will receive an equal amount of New Notes for each US$1,000 of Existing Notes validly tendered [7]. Interest and Accrued Payments - Holders who tendered after the early participation deadline will receive accrued interest adjustments based on the period from the last interest payment on Existing Notes to the settlement date [8]. - Interest will cease to accrue on the settlement date for all Existing Notes validly tendered after the early participation deadline [8]. Remaining Outstanding Notes - After the completion of the exchange offer, US$87,639,000 of Existing Notes will remain outstanding, which is approximately 12.23% of the total amount at the beginning of the offer [6]. Regulatory and Eligibility Information - The exchange offer was conducted under specific regulations, targeting qualified institutional buyers in the U.S. and accredited investors in Canada [10][12]. - Eligible holders were required to certify their status to participate in the exchange offer [10].