Gran Tierra Energy Inc. Announces Early Participation Deadline Results for 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 reports that US$636.74 million (≈88.9% of outstanding principal) of its 9.500% Senior Secured Amortizing Notes due 2029 have been tendered for exchange into new 9.750% Senior Secured Amortizing Notes due 2031.
• Holders who participated before the early‑participation deadline (Feb 11, 2026) will receive an early participation premium of US$50 per US$1,000 principal tendered, resulting in a total cash consideration of US$125 million and the remainder paid in new notes.
• The exchange is conditioned on meeting minimum‑exchange (≥80% of outstanding principal) and financing conditions; Gran Tierra expects these to be satisfied and anticipates completing the early settlement on Feb 18, 2026.

Key Details

• Existing Notes: 9.500% Senior Secured Amortizing Notes due 2029 – US$716.34 million outstanding.
• Early Participation Results (as of 5:00 p.m. NY time, Feb 11):
• US$636.74 million tendered (≈88.89% of total).
• Withdrawal deadline expired; no further withdrawals allowed except limited circumstances.
• Proposed Amendments to Indenture:
  1. Eliminate most restrictive covenants and events of default.
  2. Release collateral securing the existing notes.
  3. Amend defined terms and covenants. (Effective upon consummation of exchange.)
• Early Settlement (Feb 18, 2026):
• Total consideration per US$1,000 of existing notes tendered = US$1,000 (cash + new notes).
• Early participation premium: US$50 per US$1,000.
• Cash component of total consideration: US$125 million.
• Assuming full acceptance of the US$636.74 million tendered, each US$1,000 yields approx. US$196.31 cash and US$803.69 principal of new notes.
• Minimum Denomination Requirement: No tender will be accepted if it would result in issuance of less than US$200,000 of new notes. Such tenders may be re‑submitted before the final expiration deadline.
• Expiration Deadline: 5:00 p.m. NY time, Feb 27, 2026 (unless extended/terminated).
• Final Settlement for post‑early‑participation tenders: Expected on Mar 2, 2026 (first business day after expiration).
• Amended Terms for Late Tenders (post‑early deadline):
• Exchange consideration = US$1,000 of new notes per US$1,000 of existing notes tendered.
• No cash component provided for these later tenders.
• Accrued Interest Adjustment: Accrued interest on the new notes will be deducted from the early settlement date to (but not including) the final settlement date; accrued interest payable in cash on the respective settlement dates.
• Conditions to Closing:
• Minimum exchange condition: ≥80% of outstanding principal tendered (already met).
• Financing condition: Sufficient net proceeds from any new indebtedness to fund the US$125 million cash component (expected to be satisfied).
• No material adverse events that would impede consummation.
• Cash Flow Impact: Gran Tierra will receive no cash proceeds from issuance of the new notes; existing notes tendered will be cancelled, and the company’s debt profile will shift to the higher‑coupon 9.750% notes due 2031.

Notable Quotes

(No direct quotes were included in the release.)