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

Rhea-AI Summary

Gran Tierra Energy (NYSE:GTE) amended its exchange offer and consent solicitation for outstanding 9.500% Senior Notes due 2029, proposing new 9.750% Senior Secured Amortizing Notes due 2031. Amendments include a $125.0 million Cash Consideration, higher coupon, an amortization schedule, added guarantor and collateral, and modified covenants.

Acceptance requires certain conditions, including consents from holders representing 66-2/3% of outstanding notes and tenders representing 80%, plus a financing condition to fund the Cash Consideration.

Positive

• New Notes issued as senior secured obligations
• Coupon of New Notes increased to 9.750%
• Cash Consideration set at $125.0 million
• Defined amortization schedule and added guarantor/collateral

Negative

• Exchange requires Financing Condition to raise proceeds to pay cash consideration
• No cash proceeds to the company from issuance of New Notes in the Exchange Offer
• Proposed amendments need consents of 66-2/3% and tenders of 80% to succeed

News Market Reaction

-7.48%

1 alert

-7.48% News Effect

On the day this news was published, GTE declined 7.48%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Existing notes coupon: 9.500% New notes coupon: 9.750% Cash Consideration: US$125.0 million +5 more

8 metrics

Existing notes coupon 9.500% Senior Notes due 2029

New notes coupon 9.750% Senior Secured Amortizing Notes due 2031

Cash Consideration US$125.0 million Aggregate cash portion of Total Consideration

Consent threshold 66-2/3% Minimum aggregate principal amount of Existing Notes for Proposed Amendments

Minimum Exchange Condition 80% Minimum aggregate principal amount of Existing Notes to be tendered

Cash per 1,000 at 100% tender US$174.50 Example cash portion per US$1,000 Existing Notes at 100% tender

Cash per 1,000 at 80% tender US$218.12 Example cash portion per US$1,000 Existing Notes at 80% tender

Exchange Consideration (late) US$950 New Notes per US$1,000 Existing Notes tendered after Early Participation Deadline

Market Reality Check

Price: $5.96 Vol: Volume 514,349 is below 2...

normal vol

$5.96 Last Close

Volume Volume 514,349 is below 20-day average of 628,455, suggesting no unusual pre-news activity. normal

Technical Shares at $5.75 trade 10.71% below the 52-week high of $6.44 and above the 200-day MA of $4.47.

Peers on Argus

GTE was up 5.31% with peers like PROP (+2.26%), EPSN (+0.84%) and EP (+0.66%) al...

GTE was up 5.31% with peers like PROP (+2.26%), EPSN (+0.84%) and EP (+0.66%) also positive, while KGEI (-0.76%) diverged. This points to a sector tailwind with company-specific strength on top.

Historical Context

5 past events · Latest: Jan 29 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 29	Operations & prelims	Positive	+9.5%	Record 2025 production and positive preliminary revenue and EBITDA ranges.
Jan 29	Debt exchange launch	Neutral	+9.5%	Launch of exchange offer for 9.500% 2029 notes into new 2031 secured notes.
Jan 28	Reserves update	Positive	+0.7%	Seventh year of South American reserves growth and strong 2P NAV metrics.
Dec 10	2026 guidance	Positive	+0.4%	2026 guidance with expected free cash flow and detailed capital program.
Nov 03	Share repurchase plan	Positive	+2.6%	Approval of NCIB and ASPP to repurchase up to 2,925,720 shares.

Pattern Detected

Recent news has generally been followed by positive price reactions, especially around operational updates, reserves, and the initial launch of this debt exchange.

Recent Company History

Over the last few months, Gran Tierra has highlighted reserves growth, strong 2025 production, and 2026 guidance, alongside capital allocation via a normal course issuer bid. On Jan 29, 2026, it first announced the exchange offer for its 9.500% Notes due 2029, which saw a strong positive reaction. Today’s amendment to those exchange terms fits into this ongoing balance-sheet and capital structure repositioning.

Market Pulse Summary

The stock moved -7.5% in the session following this news. A negative reaction despite the amended ex...

Analysis

The stock moved -7.5% in the session following this news. A negative reaction despite the amended exchange terms would fit a scenario where markets focused on refinancing risk or perceived complexity in the capital structure. Prior announcements, including the initial exchange offer and 2026 guidance, were followed by modest to strong gains, with several moves above 2–9%. A sharp decline here would have contrasted with that pattern and raised questions about sentiment toward leverage and the amended US$125.0 million cash outlay.

Key Terms

exchange offer, consent solicitation, indenture, senior notes, +4 more

8 terms

exchange offer financial

"announced the amendment of its previously announced offer to Eligible Holders ... (the “Exchange Offer”)"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

consent solicitation regulatory

"simultaneously with the Exchange Offer, the Company is conducting a solicitation (the “Solicitation”) of consents"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

indenture regulatory

"proposed amendments (the “Proposed Amendments”) to the indenture dated as of October 20, 2023"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

senior notes financial

"outstanding 9.500% Senior Notes due 2029 ... (the “Existing Notes”)"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

qualified institutional buyers regulatory

"holders of Existing Notes who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A)"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

"“qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"in reliance upon Regulation S under the Securities Act and who are non-U.S. qualified offerees"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

private placement financial

"offered and issued in Canada on a private placement basis to holders of Existing Notes"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

AI-generated analysis. Not financial advice.

CALGARY, Alberta, Feb. 05, 2026 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE) today announced the amendment of its previously announced offer to Eligible Holders (as defined herein) to exchange (such offer, the “Exchange Offer”) any and all of the Company’s outstanding 9.500% Senior Notes due 2029 (CUSIP: 38500T AC5 / U37016 AC3; ISIN: US38500TAC53 / USU37016AC37) (the “Existing Notes”) for newly issued 9.750% Senior Secured Amortizing Notes due 2031 (the “New Notes”), pursuant to the terms and subject to the conditions set forth in the exchange offer memorandum and consent solicitation statement, dated January 29, 2026 (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.

The Company is amending the Exchange Offer to (i) modify the terms of the Cash Consideration (as described below), (ii) increase the coupon rate of the New Notes to 9.750%, (iii) include an amortization schedule for the New Notes, (iv) add a new guarantor and collateral, and (v) modify certain covenants of the New Notes, all as described in further detail in the Supplement to the Exchange Offer Memorandum, dated as of February 5, 2026 (the “Supplement”).

As previously announced, simultaneously with the Exchange Offer, the Company is conducting a solicitation (the “Solicitation”) of consents (the “Consents”) from Eligible Holders of Existing Notes to effect certain proposed amendments (the “Proposed Amendments”) to the indenture dated as of October 20, 2023, under which the Existing Notes were issued (the “Existing Indenture”). The Proposed Amendments would provide for, among other things, (i) the elimination of substantially all of the restrictive covenants and associated events of default and related provisions with respect to the Existing Notes, (ii) the release of the collateral securing the Existing Notes and (iii) the amendment of certain defined terms and covenants in the Existing Indenture. The Exchange Offer and Solicitation may be amended, extended, terminated or withdrawn. The New Notes will be issued pursuant to an indenture and will be senior secured obligations.

The Company’s obligation to accept Existing Notes tendered pursuant to the Exchange Offer and Consents delivered pursuant to the Solicitation is subject to the satisfaction of certain conditions described in the Exchange Offer Memorandum, which include, (i) the non-occurrence of an event or events or the likely non-occurrence of an event or events that would or might reasonably be expected to prohibit, restrict or delay the consummation of the Exchange Offer or materially impair the contemplated benefits to us of the Exchange Offer, (ii) the valid receipt (and not valid revocation) of the Consents of Eligible Holders of Existing Notes that, in the aggregate, represent not less than 66-2/3% in aggregate principal amount of the Existing Notes outstanding to effect the Proposed Amendments (the “Required Holders”) prior to 5:00 p.m., New York City time, on February 11, 2026, unless extended or earlier terminated by the Company, in its sole discretion (the “Early Participation Deadline”), (iii) the valid tender (and not valid withdrawal) of Existing Notes by Eligible Holders in the Exchange Offer that, in the aggregate, represent not less than 80% in aggregate principal amount of the Existing Notes outstanding prior to the Early Participation Deadline (the “Minimum Exchange Condition”), and (iv) the consummation of an incurrence of new indebtedness, on terms and subject to conditions satisfactory to us, that results in the receipt of net proceeds that are sufficient to pay the Cash Consideration (as defined below) (such condition the “Financing Condition”), certain other customary conditions. The Company reserves the right to waive the conditions to the Exchange Offer at any time.

Existing Notes tendered for their exchange on or prior to the Early Participation Deadline may be validly withdrawn, and the related Consents may be validly revoked, at any time prior to 5:00 p.m., New York City time, on February 11, 2026, unless extended by the Company, in its sole discretion (the “Withdrawal Deadline”).

As described in the Supplement, the Company is amending the cash portion of the Total Consideration that is payable to all Eligible Holders whose Existing Notes are validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline and whose Existing Notes are accepted for exchange to be equal to US$125.0 million (as amended, the “Cash Consideration”). The Total Consideration and Early Participation Premium remain unchanged.

The pro rata portion of the Cash Consideration as part of the Total Consideration for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, and accepted for exchange, will be determined at the Early Participation Deadline, based on the aggregate amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline.

The greater the amount of Existing Notes validly tendered (and not validly withdrawn), the lower the pro rata portion of the Cash Consideration per US$1,000 aggregate principal amount of Existing Notes tendered (and not validly withdrawn). For example: (i) if 100% of the Existing Notes outstanding is validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, each Eligible Holder will receive, for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn), approximately US$174.50 in cash and approximately US$825.50 in aggregate principal amount of New Notes, and (ii) if 80% of the Existing Notes outstanding is validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, each Eligible Holder will receive, for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn), approximately US$218.12 in cash and approximately US$781.88 in aggregate principal amount of New Notes.

Eligible Holders who validly tender Existing Notes and deliver Consents after the Early Participation Deadline and on or prior to 5:00 p.m., New York City time, on February 27, 2026, unless extended by the Company, in its sole discretion (the “Expiration Deadline”) and whose Existing Notes are accepted for exchange by us will receive for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn), US$950 aggregate principal amount of New Notes (the “Exchange Consideration”).

Eligible Holders whose Existing Notes are accepted for exchange will be paid accrued and unpaid interest on such Existing Notes from, and including, the most recent date on which interest was paid on such Holder’s Existing Notes to, but not including, the Early Settlement Date or the Settlement Date, as applicable (the “Accrued Interest”), payable on the Early Settlement Date or the Settlement Date, as applicable. Accrued Interest will be paid in cash on the Early Settlement Date or the Settlement Date, as applicable. Interest will cease to accrue on the Early Settlement Date or the Settlement Date, as applicable, for all Existing Notes accepted for exchange in the Exchange Offer.

At any time after the Withdrawal Deadline and before the Expiration Deadline, if the Company has received the Consent of Required Holders of Existing Notes, the Company and the trustee under the Existing Indenture may execute and deliver a Supplemental Indenture to the Existing Indenture, which will give effect to the Proposed Amendments to the Existing Notes, that will be effective upon execution but will only become operative upon consummation of the Exchange Offer on the Early Settlement Date.

The Company will not receive any cash proceeds from the issuance of the New Notes in the Exchange Offer and the Solicitation. Existing Notes surrendered in connection with the Exchange Offer, and accepted for exchange, will be cancelled.

The Exchange Offer is being made, and the New Notes are being offered and issued, only (a) in the United States to holders of Existing Notes who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon the exemption from the registration requirements of the Securities Act, and (b) outside the United States to holders of Existing Notes who are persons other than “U.S. persons” (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act and who are non-U.S. qualified offerees and eligible purchasers in other jurisdictions as set forth in the Exchange Offer Memorandum. Holders who have returned a duly completed eligibility letter certifying that they are within one of the categories described in the immediately preceding sentences are authorized to receive and review the Exchange Offer Memorandum and to participate in the Exchange Offer and the Solicitation (such holders, “Eligible Holders”). Holders who desire to obtain copies of the Exchange Offer Memorandum, including copies of the Supplement, and to obtain and complete an eligibility letter should either visit the website for this purpose at www.dfking.com/gte, or call D.F. King & Co., Inc., the Information Agent and Exchange Agent for the Exchange Offer and the Solicitation of Consents at +1 (888) 628-9011 (toll free), +1 (646) 582-9168 (banks and brokers), or email at gte@dfking.com.

This press release does not constitute an offer to buy or the solicitation of an offer to sell the Existing Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Notes, nor shall there be any sale of the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The New Notes will not be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws.

The Exchange Offer is being made, and the New Notes are being offered and issued in Canada on a private placement basis to holders of Existing Notes who are “accredited investors” and “permitted clients,” each as defined under applicable Canadian provincial securities laws.

None of the Company, the dealer managers, the trustee, any agent or any affiliate of any of them makes any recommendation as to whether Eligible Holders should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder’s Existing Notes for New Notes in the Exchange Offer or Consent to any of the Proposed Amendments to the Existing Indenture in the Solicitation. Eligible Holders will need to make their own decision as to whether to tender Existing Notes in the Exchange Offer and participate in the Solicitation and, if so, the principal amount of Existing Notes to tender.

This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 or “forward-looking information” within the meaning of applicable Canadian securities laws. All statements other than statements of historical facts included in this press release, and those statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “would,” “could,” “should,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “guidance,” “budget,” “plan,” “objective,” “potential,” “seek,” or similar expressions or variations on these expressions are forward-looking statements. The Company can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct or that, even if correct, intervening circumstances will not occur to cause actual results to be different than expected. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements, including, but not limited to, the form and results of the Exchange Offer and Solicitation of Consents; the Company’s ability to comply with covenants in its Existing Indentures; the Company’s ability to obtain amendments to the covenants in its Existing Indentures; and those factors set out in the Exchange Offer Memorandum under “Risk Factors,” in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in the Company’s other filings with the U.S. Securities and Exchange Commission (the “SEC”). Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. Eligible Investors should not rely upon forward-looking statements as predictions of future events. The information included herein is given as of the date of this press release and, except as otherwise required by the securities laws, the Company disclaims any obligation or undertaking to publicly release any updates or revisions to, or to withdraw, any forward-looking statement contained in this press release to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.

ABOUT GRAN TIERRA ENERGY INC.

Gran Tierra Energy Inc., together with its subsidiaries, is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia and Ecuador. The Company is currently developing its existing portfolio of assets in Canada, Colombia and Ecuador and will continue to pursue additional new growth opportunities that would further strengthen the Company’s portfolio. The Company’s common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Except to the extent expressly stated otherwise, information on the Company’s website or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this press release. Investor inquiries may be directed to info@grantierra.com or (403) 265-3221.

Gran Tierra’s filings with the SEC are available on the SEC website at http://www.sec.gov. The Company’s Canadian securities regulatory filings are available on SEDAR+ at http://www.sedarplus.ca and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Gran Tierra’s filings on the SEC, SEDAR and the NSM websites are not incorporated by reference into this press release.

Contact Information

For investor and media inquiries please contact:

Gary Guidry
President & Chief Executive Officer

Ryan Ellson
Executive Vice President & Chief Financial Officer

+1-403-265-3221

info@grantierra.com

SOURCE Gran Tierra Energy Inc.

FAQ

What changes did Gran Tierra (GTE) make to the exchange offer on February 5, 2026?

The amendment raises the New Notes coupon to 9.750% and adds amortization, guarantor and collateral. According to the company, the supplement also modifies Cash Consideration and certain covenants for the New Notes.

How much cash will Eligible Holders receive in Gran Tierra's (GTE) amended exchange offer?

The Cash Consideration is set at $125.0 million in aggregate for all Eligible Holders. According to the company, the pro rata cash per $1,000 depends on the aggregate tender amount at the Early Participation Deadline.

What voting and tender thresholds must be met for Gran Tierra's (GTE) proposed indenture amendments?

Consents representing at least 66-2/3% of Existing Notes and tenders of at least 80% are required for the amendments. According to the company, these are measured against aggregate principal amount outstanding by specified deadlines.

Does Gran Tierra (GTE) receive proceeds from issuing the New Notes in the Exchange Offer?

No, the company will not receive cash proceeds from the issuance of the New Notes in the Exchange Offer. According to the company, a separate financing must close to provide the Cash Consideration proceeds.

What happens to Existing Notes if accepted in Gran Tierra's (GTE) exchange offer?

Existing Notes accepted for exchange will be cancelled and holders receive New Notes plus accrued interest. According to the company, accrued interest is payable in cash on the applicable settlement date.