Gran Tierra Energy Inc. - Exchange Offer & Consent Solicitation - Launch

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(as defined below) per each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline.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Consideration per each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) after the Early Participation Deadline but on or prior to the Expiration Deadline.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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