Gran Tierra Energy Inc. Announces Expiration and Final 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

Rhea-AI Summary

Gran Tierra Energy (NYSE:GTE) announced final results of its exchange offer for 9.500% notes due 2029 into new 9.750% notes due 2031.

The Company accepted US$628,701,000 principal amount of Existing Notes for exchange, expected issuance of US$503,570,000 New Notes, leaving US$87,639,000 outstanding (≈12.23%). Settlement is expected March 2, 2026.

Positive

• High participation: 90.52% of Existing Notes tendered for exchange
• Substantial reduction of outstanding Existing Notes to US$87,639,000 (≈12.23%)
• New tenor extension: issuance of New Notes due 2031 increases weighted maturity

Negative

• Higher coupon: New Notes carry 9.750% versus 9.500% on Existing Notes
• No cash proceeds from the exchange, so liquidity not improved by the transaction
• Remaining float: US$87,639,000 of Existing Notes continue to trade outstanding

Key Figures

Existing notes outstanding: US$716,340,000 Total notes tendered: US$648,457,000 Notes accepted for exchange: US$628,701,000 +5 more

8 metrics

Existing notes outstanding US$716,340,000 9.500% Senior Secured Amortizing Notes due 2029 before exchange offer

Total notes tendered US$648,457,000 Aggregate principal amount of Existing Notes tendered (90.52% of outstanding)

Notes accepted for exchange US$628,701,000 Total aggregate principal amount of Existing Notes accepted in exchange offer

New notes expected US$503,570,000 Total aggregate principal amount of New 9.750% Notes expected to be issued

Existing notes remaining US$87,639,000 Aggregate principal amount of Existing Notes remaining outstanding after exchange

Participation after early deadline US$11,717,000 Principal tendered between Early Participation Deadline and Expiration Deadline

Coupon existing notes 9.500% Interest rate on Senior Secured Amortizing Notes due 2029

Coupon new notes 9.750% Interest rate on Senior Secured Amortizing Notes due 2031

Market Reality Check

Price: $6.04 Vol: Volume 544,829 is slightl...

normal vol

$6.04 Last Close

Volume Volume 544,829 is slightly below the 20-day average of 613,301 (relative volume 0.89). normal

Technical Price at $6.04 is trading above the 200-day moving average of $4.58 and 11.5% below the 52-week high of $6.825.

Peers on Argus

Key peers in Oil & Gas E&P such as AMPY, PROP and EP appeared in momentum scans ...

5 Up

Key peers in Oil & Gas E&P such as AMPY, PROP and EP appeared in momentum scans with moves of 6.62%, 7.91% and 9.09% up, respectively. With sector peers generally trading higher and GTE’s own direction not specified, this event looks more company-specific than a clear sector rotation.

Historical Context

5 past events · Latest: Feb 24 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 24	Earnings call schedule	Neutral	-4.7%	Announced timing for Q4 and year-end 2025 results and conference call.
Feb 19	International EDPSA deal	Positive	+10.8%	Signed EDPSA with SOCAR for 65% working interest in Azerbaijan block.
Feb 19	Asset sale Simonette	Positive	+10.8%	Agreed to sell remaining Simonette interest for C$62.5M to deleverage balance sheet.
Feb 12	Exchange early results	Positive	-9.1%	Reported 88.89% of 2029 notes tendered into 2031 notes by early deadline.
Feb 05	Exchange terms amended	Neutral	-7.5%	Amended exchange terms for 2029 notes, including cash consideration and covenants.

Pattern Detected

Recent history shows mixed reactions around capital structure changes: strong positive moves on asset and growth deals versus at least one notable selloff on an exchange-offer milestone.

Recent Company History

Over the last month, Gran Tierra announced several balance sheet and portfolio moves. On Feb 5 and Feb 12, it amended and reported early results for this same notes exchange, with sizeable tenders but negative price reactions. On Feb 19, the company both agreed to sell its Simonette asset for C$62.5 million and signed a major EDPSA in Azerbaijan, each coinciding with a 10.84% gain. A Feb 24 conferences notice preceded a 4.69% decline. Today’s completion update follows that sequence of liability management steps.

Market Pulse Summary

This announcement details the completion of Gran Tierra’s debt exchange, with US$628.7 million of 9....

Analysis

This announcement details the completion of Gran Tierra’s debt exchange, with US$628.7 million of 9.500% 2029 notes accepted and an expected US$503.57 million of new 9.750% 2031 notes issued, leaving US$87.64 million of old notes outstanding. No cash proceeds are raised, and tendered notes are cancelled. In recent months, the company combined this exchange with asset sales and new prepayment facilities, so investors may track how interest costs, covenant changes, and remaining maturities evolve across future filings and updates.

Key Terms

exchange offer, senior secured amortizing notes, rule 144a, regulation s, +4 more

8 terms

exchange offer financial

"announced the expiration and final results of its previously announced offer to Eligible Holders"

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.

senior secured amortizing notes financial

"9.500% Senior Secured Amortizing Notes due 2029"

Debt securities that rank high in repayment priority, are backed by specific collateral, and repay principal gradually over the life of the loan rather than in one lump sum. Think of them like a company mortgage where lenders have a pledged asset to claim if things go wrong and also receive regular principal payments, which lowers risk and affects expected cash returns and recovery prospects for investors.

rule 144a regulatory

"who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act)"

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.

qualified institutional buyers financial

"in the United States to holders of Existing Notes who are reasonably believed to be “qualified institutional buyers”"

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.

u.s. persons regulatory

"outside the United States to holders of Existing Notes who are persons other than “U.S. persons”"

"U.S. persons" are individuals or entities considered to be based in or subject to the laws of the United States. This includes U.S. citizens, residents, and certain organizations or businesses registered or organized under U.S. law. Recognizing who qualifies as a U.S. person is important for investors because it determines which rules, regulations, and tax obligations apply to them when dealing with financial transactions or investments across borders.

private placement financial

"will be 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.

accrued interest financial

"amended the Exchange Offer to deduct accrued interest on the New Notes from the Early Settlement Date"

Accrued interest is the amount of interest that has built up on a loan, bond, or similar investment since the last payment date but has not yet been paid. For investors this matters because when you buy or sell a fixed‑income security between payment dates you compensate the other party for that earned interest—think of it like buying a house mid‑month and reimbursing the seller for days of heating already used—so it affects the actual cash you pay, the yield you receive, and short‑term returns.

AI-generated analysis. Not financial advice.

CALGARY, Alberta, March 02, 2026 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE) today announced the expiration and final results 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 Secured Amortizing 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 in respect of the Exchange Offer and the Solicitation of Consents (as amended and supplemented by the Supplement to the Exchange Offer Memorandum, dated February 5, 2026, and as further 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.

Existing Notes		CUSIP / ISIN Numbers		Principal Amount Outstanding		Principal Amount Tendered After the Early Participation Deadline(1)		Total Principal Amount Tendered in the Exchange Offer(2)		Percentage of Principal Amount Outstanding
9.500% Senior Secured Amortizing Notes due 2029		Rule 144A: 38500T AC5 / US38500TAC53 Reg. S: U37016 AC3 / USU37016AC37		US$716,340,000		US$11,717,000		US$648,457,000		90.52%

(1)	The Company accepted for exchange all US$11,717,000 aggregate principal amount of Existing Notes validly tendered after the Early Participation Deadline (as defined herein) and on or before the Expiration Deadline (as defined herein).
(2)	The Company accepted for exchange US$616,984,000 aggregate principal amount of Existing Notes validly tendered and not validly withdrawn on or before the Early Participation Deadline, out of the US$636,740,000 aggregate principal amount of Existing Notes validly tendered and not validly withdrawn on or before the Early Participation Deadline.

As of 5:00 p.m., New York City time, on February 27, 2026 (the “Expiration Deadline”), US$11,717,000 aggregate principal amount of Existing Notes had been validly tendered for exchange and not validly withdrawn, from 5:00 p.m., New York City time, on February 11, 2026 (the “Early Participation Deadline”), through the Expiration Deadline, resulting in a total of US$648,457,000 aggregate principal amount of Existing Notes outstanding, representing approximately 90.52% of the total aggregate principal amount of Existing Notes outstanding, that had been validly tendered for exchange and not validly withdrawn, as confirmed by D.F. King & Co., Inc., the Information Agent and Exchange Agent for the Exchange Offer and the Solicitation of Consents.

On February 18, 2026 (the “Early Settlement Date”), the Company accepted for exchange a total of US$616,984,000 aggregate principal amount of the Existing Notes validly tendered and not validly withdrawn on or prior to the Early Participation Deadline in the Exchange Offer, representing approximately 86.13% of the total aggregate principal amount of Existing Notes outstanding, and issued US$491,853,000 aggregate principal amount of New Notes. The Company has accepted for exchange all US$11,717,000 aggregate principal amount of Existing Notes validly tendered after the Early Participation Deadline and on or before the Expiration Deadline, resulting in a total acceptance of US$628,701,000 aggregate principal amount of Existing Notes in the Exchange Offer, and expected issuance of a total of US$503,570,000 aggregate principal amount of New Notes.   The final settlement of the Exchange Offer and the Solicitation of Consents, and the issuance of the additional US$11,717,000 in aggregate principal amount of New Notes, is expected to occur on March 2, 2026 (the “Settlement Date”), which is the first business day after the Expiration Deadline.   The Company did not accept US$19,756,000 aggregate principal amount of Existing Notes validly tendered and not validly withdrawn on or prior to the Early Participation Deadline, because acceptance of those Existing Notes would otherwise have resulted in the issuance of less than the minimum denomination of US$200,000 in principal amount of New Notes to such Eligible Holders. After the completion of the Exchange Offer, US$87,639,000 aggregate principal amount of Existing Notes will remain outstanding, representing approximately 12.23% of the total aggregate principal amount of Existing Notes outstanding at the beginning of the Exchange Offer.

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, for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn), US$1,000 aggregate principal amount of New Notes (the “Exchange Consideration”).

The Company previously amended the Exchange Offer to deduct accrued interest on the New Notes from the Early Settlement Date to, but not including, the Settlement Date. As such, Eligible Holders who validly tendered their Existing Notes after the Early Participation Deadline, but on or prior to the Expiration Deadline, and whose Existing Notes were accepted for exchange, will be paid (i) 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 Settlement Date, less (ii) accrued and unpaid interest on the New Notes from the Early Settlement Date to, but not including, the Settlement Date (collectively, the “Accrued Interest”), payable on the Settlement Date. Interest will cease to accrue on the Settlement Date for all Existing Notes validly tendered after the Early Participation Deadline, but on or prior to the Expiration Deadline, and accepted for exchange in the Exchange Offer.

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

The Exchange Offer was made, and the New Notes were offered and will be 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 were authorized to receive and review the Exchange Offer Memorandum and to participate in the Exchange Offer and the Solicitation of Consents (such holders, “Eligible Holders”).

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 was made, and the New Notes were offered and will be 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 made any recommendation as to whether Eligible Holders should have tendered or refrained 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 of Consents. Eligible Holders needed to make their own decision as to whether to tender Existing Notes in the Exchange Offer and participate in the Solicitation of Consents 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 the Company’s actual results to differ materially from the forward-looking statements, including, but not limited to, 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 the Company’s 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 the Canadian System for Electronic Data Analysis and Retrieval + (“SEDAR+”) at http://www.sedarplus.ca, and UK regulatory filings are available on the National Storage Mechanism (the “NSM”) 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 did Gran Tierra (GTE) announce about the exchange offer on March 2, 2026?

Gran Tierra accepted US$628,701,000 of Existing Notes for exchange into New Notes. According to the company, the exchange results in expected issuance of US$503,570,000 aggregate principal amount of New Notes and settlement on March 2, 2026.

How much of the 9.500% notes due 2029 were tendered in Gran Tierra's exchange offer (GTE)?

Approximately 90.52% of the aggregate principal amount of Existing Notes were validly tendered. According to the company, US$648,457,000 had been tendered and US$628,701,000 accepted for exchange.

What will remain outstanding after Gran Tierra's (GTE) exchange offer completes?

After the exchange, US$87,639,000 of Existing Notes will remain outstanding, about 12.23% of the original amount. According to the company, those notes were not accepted because of minimum denomination constraints.

Will Gran Tierra (GTE) receive cash proceeds from the note exchange?

No; the Company will not receive any cash proceeds from the issuance of the New Notes. According to the company, the transaction is an exchange of outstanding notes for new notes only.

What are the key differences between the Existing Notes and New Notes in Gran Tierra's exchange (GTE)?

The New Notes mature in 2031 and bear a 9.750% coupon versus 9.500% for Existing Notes due 2029. According to the company, the exchange extends the maturity and increases the coupon rate.