Core Viewpoint - Gran Tierra Energy Inc. has initiated an Exchange Offer for its outstanding 9.500% Senior Notes due 2029, allowing Eligible Holders to exchange these for newly issued 9.500% Senior Secured Notes due 2031, with specific terms and conditions outlined in the Exchange Offer Memorandum [1][6]. Exchange Offer Details - The Exchange Offer involves the exchange of US$716.34 million of Existing Notes for New Notes, with an Early Participation Premium of US$50 for those who participate before the Early Participation Deadline [2][10]. - Eligible Holders who tender their Existing Notes by the Early Participation Deadline will receive a Total Consideration of US$1,000 per US$1,000 principal amount, which includes the Early Participation Premium [10][11]. - The Total Consideration will be paid in a combination of cash and New Notes, with accrued interest paid in cash on the respective settlement dates [15][11]. Important Dates - The Exchange Offer commenced on January 29, 2026, with the Early Participation Deadline set for February 11, 2026, and the Expiration Deadline on February 27, 2026 [8][7]. - The Early Settlement Date is expected to be February 18, 2026, and the Settlement Date is anticipated to be March 2, 2026 [8][7]. Proposed Amendments - Alongside the Exchange Offer, the Company is soliciting consents from Eligible Holders to amend the Existing Indenture, which includes eliminating restrictive covenants and releasing collateral securing the Existing Notes [6][16]. - The amendments require the consent of at least 66-2/3% of the aggregate principal amount of Existing Notes outstanding [6][8]. Cash Consideration Structure - The cash consideration for the Total Consideration will start at US$110 million if 80% of the Existing Notes are tendered, increasing by US$750,000 for each additional 1% tendered, up to a maximum of US$125 million if 100% are tendered [11][12]. - The distribution of cash consideration per US$1,000 of Existing Notes will vary based on the total amount tendered, with specific examples provided for different participation levels [13][11]. Eligibility and Participation - The Exchange Offer is available to holders who qualify as "qualified institutional buyers" in the U.S. and "accredited investors" in Canada, with specific eligibility requirements outlined [18][21]. - Eligible Holders must complete an eligibility letter to participate in the Exchange Offer and receive the Exchange Offer Memorandum [18][21].