Gran Tierra Energy Inc. - Exchange Offer & Consent Solicitation - Announces Issuance

Gran Tierra Energy Inc. Announces Issuance of New 9.500% Senior Secured Amortizing Notes Due 2029 as part of the Previously Announced Exchange Offers

23 OCTOBER 2023

Full announcement including full disclosures and disclaimers available via Globenewswire: Source: Gran Tierra Energy Inc.

"CALGARY, Alberta, Oct. 23, 2023 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE) (TSX:GTE) (LSE:GTE) today announced the issuance of US$487,590,000 aggregate principal amount of its 9.500% Senior Secured Amortizing Notes due 2029 (the “New Notes”) as part of its previously announced offers to exchange (such offers, the “Exchange Offers”) the 6.250% Senior Notes due 2025 (the “2025 Notes”), issued by Gran Tierra Energy International Holdings Ltd., and the 7.750% Senior Notes due 2027 (the “2027 Notes”), issued by the Company."

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Gran Tierra Energy Inc. Announces Expiration and Final Results for the Previously Announced Exchange Offers of Certain Existing Notes for New Notes and the Solicitations of Consents to Proposed Amendments to the Existing Indentures

19 OCTOBER 2023

Full announcement including full disclosures and disclaimers available via Globenewswire: Source: Gran Tierra Energy Inc.

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(1) Amount outstanding does not include US$28,091,000 of 2025 Notes held by a subsidiary of Gran Tierra.

(2) Total principal amount of 2025 Notes validly tendered does not include US$2,400,000 of 2025 Notes validly tendered on or prior to the Early Participation Deadline (as defined below), and authorized to be withdrawn after the Early Participation Deadline, because acceptance of such 2025 Notes would otherwise result in the issuance of less than the minimum denomination of US$200,000 in principal amount of New Notes.

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"The Company accepted for exchange a total of (i) US$247,081,000 aggregate principal amount of the 2025 Notes validly tendered and not validly withdrawn, and (ii) US$275,799,000 aggregate principal amount of the 2027 Notes validly tendered and not validly withdrawn, for the issuance of a total of US$487,590,000 aggregate principal amount of New Notes. The settlement of the Exchange Offers and the solicitations of Consents, and the issuance of the New Notes, is expected to occur on October 20, 2023 (the “Settlement Date”), which is the second business day after the Expiration Deadline. The Company did not accept (i) US$2,619,000 aggregate principal amount of the 2025 Notes validly tendered and not validly withdrawn, and (ii) US$600,000 aggregate principal amount of the 2027 Notes validly tendered and not validly withdrawn, because acceptance of those Existing Notes would otherwise result in the issuance of less than the minimum denomination of US$200,000 in principal amount of New Notes to such Eligible Holders.

Eligible Holders who validly tendered Existing Notes and delivered Consents, and did not validly revoke such tenders and Consents, after the Early Participation Deadline and on or prior to the Expiration Deadline and whose Existing Notes were accepted for exchange by the Company will receive, on the Settlement Date, (i) for each US$1,000 aggregate principal amount of 2025 Notes validly tendered (and not validly withdrawn), US$1,000 aggregate principal amount of New Notes (the “2025 Notes Exchange Consideration”) and (ii) for each US$1,000 aggregate principal amount of 2027 Notes validly tendered (and not validly withdrawn), US$950 aggregate principal amount of New Notes (the “2027 Notes Exchange Consideration” and, together with the 2025 Notes Exchange Consideration, the “Exchange Consideration”).

Eligible Holders who validly tendered Existing Notes and delivered Consents, and did not validly revoke such tenders and Consents, on or prior to the Early Participation Deadline and whose Existing Notes were accepted for exchange by the Company will receive, on the Settlement Date, (i) for each US$1,000 aggregate principal amount of 2025 Notes validly tendered (and not validly withdrawn) on or before the Early Participation Deadline, US$1,080 (the “2025 Notes Total Consideration”), a portion of which will be payable in cash and the remainder will be payable in principal amount of New Notes, and (ii) for each US$1,000 aggregate principal amount of 2027 Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, US$1,020 in principal amount of New Notes (the “2027 Notes Total Consideration” and, together with the 2025 Notes Total Consideration, the “Total Consideration”).

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Gran Tierra Energy Inc. Announces Early Participation Deadline Results for the Previously Announced Exchange Offers of Certain Existing Notes for New Notes and the Solicitations of Consents to Proposed Amendments to the Existing Indentures

03 OCTOBER 2023

Full announcement including full disclosures and disclaimers available via Globenewswire

"CALGARY, Alberta, Oct. 03, 2023 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE) today announced the early participation results of its previously announced offers to Eligible Holders (as defined herein) to exchange (such offers, the “Exchange Offers”) (i) any and all of the outstanding 6.250% Senior Notes due 2025 issued by Gran Tierra Energy International Holdings Ltd. (“GTEIH”) on February 15, 2018 (CUSIP: 38502HAA3 / G4066TAA0; ISIN: US38502HAA32 / USG4066TAA00) (the “2025 Notes”), and (ii) any and all of the outstanding 7.750% Senior Notes due 2027 issued by the Company on May 23, 2019 (CUSIP: 38502JAA9 / U37016AA7; ISIN: US38502JAA97 / USU37016AA70) (the “2027 Notes” and, together with the 2025 Notes, the “Existing Notes”) for newly issued 9.500% Senior Secured Amortizing Notes due 2029 (the “New Notes”), pursuant to the terms and subject to the conditions set forth in the exchange offer memorandum and consent solicitation statement, dated September 19, 2023 in respect of the Exchange Offers and solicitations of Consents (as defined below) (as amended or supplemented prior to the date hereof, 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."

(1) Amount outstanding does not include $28,091,000 of 2025 Notes held by a subsidiary of Gran Tierra.

"As of 5:00 p.m., New York City time, on October 2, 2023 (the “Early Participation Deadline”), (i) US$247,551,000 aggregate principal amount outstanding of the 2025 Notes, representing approximately 91.04% of the total principal amount outstanding of the 2025 Notes, and (ii) US$274,223,000 aggregate principal amount outstanding of the 2027 Notes, representing approximately 91.41% of the total principal amount outstanding of the 2027 Notes, had been validly tendered for exchange and not validly withdrawn, as confirmed by the Information Agent and Exchange Agent for the Exchange Offers.

Since (a) GTEIH received consents from Eligible Holders of 2025 Notes (the “2025 Consents”) that, in the aggregate, represent not less than 50% in aggregate principal amount of the 2025 Notes outstanding (the “2025 Required Holders”) to effect certain proposed amendments (the “2025 Proposed Amendments”) to the indenture dated as of February 15, 2018, under which the 2025 Notes were issued (the “2025 Existing Indenture”), and (b) the Company received consents from Eligible Holders of 2027 Notes (the “2027 Consents” and, together with the 2025 Consents, the “Consents”) that, in the aggregate, represent not less than 50% in aggregate principal amount of the 2027 Notes outstanding (the “2027 Required Holders” and, the receipt of the Consents by GTEIH and the Company from both the 2025 Required Holders and the 2027 Required Holders, respectively, the “Minimum Exchange Condition”) from Eligible Holders of 2027 Notes to effect certain proposed amendments (the “2027 Proposed Amendments” and, together with the 2025 Proposed Amendments, the “Proposed Amendments”) to the indenture dated as of May 23, 2019, under which the 2027 Notes were issued (the “2027 Existing Indenture” and, together with the 2025 Existing Indenture, the “Existing Indentures”), satisfying the Minimum Exchange Condition, each of GTEIH and the Company has executed and delivered a supplemental indenture to each of the 2025 Existing Indenture and the 2027 Existing Indenture, respectively, with respect to the applicable Proposed Amendments, but such supplemental indentures will become operative only upon consummation of the Exchange Offers. The Proposed Amendments provide for, among other things, (i) the elimination of substantially all of the restrictive covenants and events of default and related provisions with respect to the applicable series of Existing Notes, and (ii) the amendment of certain defined terms and covenants in the Existing Indentures."

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Gran Tierra Energy Inc. Announces Exchange Offers of Certain Existing Notes for New Notes and the Solicitations of Consents to Proposed Amendments to the Existing Indentures

19 SEPTEMBER 2023

Full announcement including full disclosures and disclaimers available via Globenewswire

"CALGARY, Alberta, Sept. 19, 2023 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE) today announced the commencement of offers to Eligible Holders (as defined herein) to exchange (such offers, the “Exchange Offers”) (i) any and all of the outstanding 6.250% Senior Notes due 2025 issued by Gran Tierra Energy International Holdings Ltd. (“GTEIH”) on February 15, 2018 (CUSIP: 38502HAA3 / G4066TAA0; ISIN: US38502HAA32 / USG4066TAA00) (the “2025 Notes”), and (ii) any and all of the outstanding 7.750% Senior Notes due 2027 issued by the Company on May 23, 2019 (CUSIP: 38502JAA9 / U37016AA7; ISIN: US38502JAA97 / USU37016AA70) (the “2027 Notes” and, together with the 2025 Notes, the “Existing Notes”) for newly issued 9.500% Senior Secured Amortizing Notes due 2029 (the “New Notes”), pursuant to the terms and subject to the conditions set forth in the exchange offer memorandum and consent solicitation statement, dated September 19, 2023 in respect of the Exchange Offers and Solicitations of Consents (each, as defined below) (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."

(1)Early Participation Premium payable on the 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.

(2)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 the applicable Accrued Interest. Accrued Interest will be paid in cash on the Settlement Date. Holders 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.

(3)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 (i) the 2025 Notes will be payable in a combination of cash and principal amount of New Notes, and (ii) for the 2027 Notes will be payable in principal amount of New Notes, in each case on the Settlement Date. The Total Consideration (i) includes the Early Participation Premium, and (ii) does not include the applicable Accrued Interest (as defined below), which will be paid in cash on the Settlement Date. Holders who tender after the Early Participation Deadline but prior to the Expiration Deadline will receive only the Exchange Consideration.

(4)Eligible Holders validly tendering (and not withdrawing) the 2025 Notes on or prior to the Early Participation Deadline will receive, in the aggregate, US$60.0 million of the Total Consideration in cash on the Settlement Date, with the remainder of the Total Consideration in principal amount of New Notes. At the Early Participation Deadline, (i) the pro rata cash 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 2025 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 2025 Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline and accepted for exchange.

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