Gran Tierra Energy Inc. Announces Amendment of the Previously Announced 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. amends its previously announced exchange offer, modifying cash consideration, raising the coupon to 9.750%, adding amortization, a new guarantor and collateral, and adjusting covenants on the new senior secured notes due 2031.
• The cash portion of the total consideration is set at US$125.0 million; the pro‑rata cash received by holders will vary with the percentage of existing 9.500% notes tendered (e.g., ~US$174.5 cash per US$1,000 if 100% tendered).
• The offer remains subject to consent thresholds (≥66⅔ % of principal) and a minimum exchange condition (≥80 % of outstanding notes) by the early participation deadline of Feb 11, 2026, with extended deadlines through Feb 27, 2026.

Key Details

• Existing Notes: 9.500% Senior Notes due 2029 (CUSIP 38500T AC5 / U37016 AC3).
• New Notes: 9.750% Senior Secured Amortizing Notes due 2031, senior secured obligations issued under a new indenture.
• Cash Consideration: Fixed at US$125.0 million (as amended).
• Pro‑Rata Cash Allocation Examples:
• 100 % tendered → ≈US$174.50 cash + ≈US$825.50 New Notes per US$1,000 existing notes.
• 80 % tendered → ≈US$218.12 cash + ≈US$781.88 New Notes per US$1,000 existing notes.
• Exchange Consideration (post‑early deadline): Holders receive US$950 of New Notes per US$1,000 of Existing Notes tendered.
• Consent Requirements:
• ≥66⅔ % of outstanding principal must consent by 5:00 p.m. NY time on Feb 11, 2026 (Early Participation Deadline).
• Minimum exchange condition of ≥80 % of outstanding notes tendered by the same deadline.
• Financing Condition: Net proceeds from any new indebtedness must be sufficient to fund the cash consideration.
• Withdrawal Rights: Holders may withdraw tenders and revoke consents before the Early Participation Deadline.
• Amendments to Existing Indenture: Eliminate most restrictive covenants, release collateral, and modify defined terms; effective upon execution but operative only after consummation of the exchange offer.
• No Cash Proceeds from New Notes Issuance: The company will not receive cash from issuing the New Notes; existing notes surrendered are 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 offering to accredited investors/permitted clients on a private placement basis.
• Contact for Offer Documents: www.dfking.com/gte or D.F. King & Co., Inc. (tel +1 (888) 628‑9011; email [email protected]).

Notable Quotes

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