Gran Tierra Energy Inc. Announces Exchange Offer of Certain Existing Notes for New Notes and the Solicitation of Consents to Proposed Amendments to the Existing Indenture

Executive Summary

• Gran Tierra Energy Inc. launched an exchange offer for holders of its 9.500% Senior Notes due 2029 to swap them for newly issued 9.500% Senior Secured Notes due 2031.
• The offer includes an early‑participation premium of US $50 per $1,000 principal and a cash component that could reach up to US $125 million depending on tender levels.
• Concurrently, the company is soliciting consents to amend the existing indenture, eliminating most restrictive covenants and releasing collateral securing the 2029 notes.

Key Details

• Existing Notes: 9.500% Senior Notes due 2029, principal outstanding US $716.34 million.
• New Notes: 9.500% Senior Secured Notes due 2031 (senior secured obligations).
• Early Participation Premium: US $50 per $1,000 of existing notes tendered by the Early Participation Deadline (Feb 11, 2026).
• Exchange Consideration (post‑deadline): US $950 of new notes per $1,000 of existing notes.
• Total Consideration (early participation): Combination of cash and new notes totaling US $1,000 per $1,000 of existing notes; cash portion ranges from US $110 million (at 80% tender) up to US $125 million (at 100% tender).
• Cash Allocation Example:
• At 100% tender → approx. US $174.50 cash + US $825.50 new notes per $1,000.
• At 80% tender → approx. US $191.95 cash + US $808.05 new notes per $1,000.
• Important Dates:
• Commencement: Jan 29, 2026
• Early Participation Deadline: Feb 11, 2026 (5:00 p.m. NY time)
• Withdrawal Deadline: Feb 11, 2026 (same time)
• Early Settlement Date: Expected Feb 18, 2026 (4th business day after early deadline)
• Expiration Deadline: Feb 27, 2026 (5:00 p.m. NY time)
• Final Settlement Date: Expected Mar 2, 2026 (first business day after expiration deadline)
• Conditions to Close Offer:
• No material adverse events that would impede the exchange.
• Consents from holders representing ≥66⅔% of outstanding principal (Required Holders).
• Tendered notes representing ≥80% of outstanding principal by Early Participation Deadline (Minimum Exchange Condition).
• Sufficient financing proceeds to cover cash consideration (Financing Condition).
• Proposed Indenture Amendments:
• Eliminate most restrictive covenants and events of default.
• Release collateral securing the existing notes.
• Modify defined terms and covenants in the existing indenture.
• Use of Proceeds: No cash proceeds will be received from issuance of new notes; the transaction is a pure exchange/re‑structuring of debt. Existing notes surrendered will be cancelled.
• Eligibility & Offering Mechanics:
• U.S. holders must be “qualified institutional buyers” (Rule 144A).
• Non-U.S. holders must be non‑U.S. persons under Regulation S.
• Canadian holders must be accredited investors/permitted clients.
• Contact for Eligibility Letters & Participation: D.F. King & Co., the information and exchange agent (phone: +1 (888) 628‑9011; email: [email protected]).

Notable Quotes

(No direct quotes from executives were included in the release.)