Exchange Offer of Certain Existing Notes for New Notes and the Solicitation of Consents to Proposed Amendments to the Existing Indenture

CALGARY, Alberta, Jan. 29, 2026 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE) today announced the commencement of an 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 9.500% Senior Secured 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.

• Early Participation Premium payable on the Early Settlement Date (as defined below) per each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline (as defined below).
• Exchange Consideration per each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) after the Early Participation Deadline but on or prior to the Expiration Deadline. The Exchange Consideration will be payable in principal amount of New Notes on the Settlement Date. The Exchange Consideration does not include Accrued Interest (as defined below). Accrued Interest will be paid in cash on the Early Settlement Date or the Settlement Date, as applicable. Eligible Holders (as defined below) who validly tender Existing Notes after the Early Participation Deadline but prior to the Expiration Deadline will receive only the Exchange Consideration and Accrued Interest.
• Total Consideration payable per each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline. The Total Consideration for the Existing Notes will be payable in a combination of cash and principal amount of New Notes on the Early Settlement Date. The Total Consideration (i) includes the Early Participation Premium, and (ii) does not include Accrued Interest, which will be paid in cash on the Early Settlement Date. Eligible Holders who tender after the Early Participation Deadline but prior to the Expiration Deadline will receive only the Exchange Consideration and Accrued Interest.
• Eligible Holders validly tendering (and not withdrawing) the Existing Notes on or prior to the Early Participation Deadline will receive, in the aggregate, as a component of the Total Consideration, an amount of cash equal to the Cash Consideration (as defined below), with the remainder of the Total Consideration in principal amount of New Notes. At the Early Participation Deadline, (i) the pro rata Cash Consideration portion of the Total Consideration (which includes the Early Participation Premium) payable in cash and (ii) the balance payable in principal amount of New Notes, per US$1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, will be determined based on the aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline and accepted for exchange.

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.

Important Dates and Times

Our 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 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 10, 2026, unless extended by the Company, in its sole discretion (the “Withdrawal Deadline”).

Eligible Holders who validly tender Existing Notes and deliver Consents, and do not validly revoke such tenders and Consents, on or 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”) and whose Existing Notes are accepted for exchange by the Company will receive 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, US$1,000 a portion of which will be payable in cash and the remainder will be payable in principal amount of New Notes (the “Total Consideration”). The Total Consideration includes an early participation premium 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 equal to US$50 (the “Early Participation Premium”), payable on the Early Settlement Date.

The aggregate cash consideration payable as part of the Total Consideration (which includes the Early Participation Premium) 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 will be equal to an amount determined as follows: the aggregate cash consideration payable as part of the Total Consideration will be $110.0 million if 80% in aggregate principal amount of the outstanding Existing Notes are validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, with such aggregate cash consideration amount to increase by US$750,000 for each incremental 1.0% of aggregate principal amount of outstanding Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, up to maximum amount of cash consideration of US$125.0 million if 100% in aggregate principal amount of the outstanding Existing Notes are validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline (such amount, the “Cash Consideration”). 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$191.95 in cash and approximately US$808.05 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 made, and the New Notes will be 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.