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].

Core Viewpoint - Gran Tierra Energy Inc. has amended its Exchange Offer for the outstanding 9.500% Senior Notes due 2029, proposing to exchange them for newly issued 9.750% Senior Secured Amortizing Notes due 2031, with modifications to cash consideration, coupon rate, amortization schedule, and covenants [1][2]. Group 1: Exchange Offer Details - The Exchange Offer includes modifications to the Cash Consideration, an increase in the coupon rate of the New Notes to 9.750%, and the addition of a new guarantor and collateral [2]. - The Company is soliciting consents from Eligible Holders of Existing Notes to effect proposed amendments to the Existing Indenture, which would eliminate most restrictive covenants and release collateral securing the Existing Notes [3]. - The obligation to accept Existing Notes is subject to conditions including the valid receipt of consents from at least 66-2/3% of Existing Notes and the tender of at least 80% of Existing Notes [4]. Group 2: Cash Consideration and Participation - The Cash Consideration for Eligible Holders whose Existing Notes are validly tendered is set at US$125.0 million [6]. - The pro rata portion of the Cash Consideration will vary based on the total amount of Existing Notes tendered, with examples provided for different participation levels [8]. - Eligible Holders who tender after the Early Participation Deadline will receive US$950 in New Notes for each US$1,000 of Existing Notes [9]. Group 3: Interest and Settlement - Eligible Holders whose Existing Notes are accepted for exchange will receive accrued and unpaid interest from the last payment date to the Early Settlement Date or Settlement Date [10]. - Interest will cease to accrue on the Early Settlement Date or Settlement Date for all Existing Notes accepted for exchange [10]. Group 4: Additional Information - The Exchange Offer is being made only to holders who are "qualified institutional buyers" in the U.S. and non-U.S. qualified offerees outside the U.S. [13]. - The Company will not receive cash proceeds from the issuance of the New Notes, and Existing Notes surrendered will be cancelled [12].