Gran Tierra Energy Inc. Announces Results of the Previously Announced Solicitation of Consents to Proposed Amendments to the Indenture Governing its Senior Secured Amortizing Notes due 2031

Gran Tierra secured majority noteholder consent to activate indenture amendments tied to its $1.33 billion asset sale once that deal closes.

Rhea-AI Summary

Gran Tierra Energy (GTE) has obtained the required noteholder consents to amend the indenture governing its 9.750% Senior Secured Amortizing Notes due 2031 in connection with the planned sale of its Colombian and Ecuadorian businesses.

The sale to Maurel & Prom has total consideration of approximately $1.33 billion, subject to adjustment. As of September 22, 2026, consents had been delivered and not revoked by holders of at least 50% in aggregate principal amount of the outstanding Notes, allowing execution of a Supplemental Indenture. The Supplemental Indenture is effective upon execution but will only become operative at the closing of the sale, at which time it will bind all Note holders. A consent fee to eligible consenting holders will be paid on the sale closing date.

Positive

• Consent threshold met from holders of at least 50% of Notes
• Supplemental Indenture to amend 2031 Notes already executed
• Sale of Colombian and Ecuadorian businesses valued at about $1.33 billion
• Consent fee to be paid to eligible holders upon sale closing

Negative

• None.

News Explained

Beyond the consent result, Gran Tierra says that once the Sale closes, its producing operations will be focused on Canada while it retains exploration interests in Azerbaijan and pursues additional growth opportunities; this is a planned post-closing portfolio change, not a completed one.

Market Context

A 2% decline followed the September 11, 2026 consent-solicitation announcement; this release confirm...

Analysis

A 2% decline followed the September 11, 2026 consent-solicitation announcement; this release confirmed the required consents and execution of the supplemental indenture, advancing the same note-amendment process tied to the planned business sale.

Key Figures

Note coupon: 9.750% Note maturity: 2031 Consent threshold: 50% of aggregate principal amount +1 more

Note coupon

9.750%

Senior secured amortizing notes due 2031

Note maturity

2031

Senior secured amortizing notes

Consent threshold

50% of aggregate principal amount

Required consents for the Proposed Amendments

Sale consideration

$1.33 billion

Previously announced sale of Colombian and Ecuadorian businesses, subject to adjustment

Historical Context

2 past events · Latest: Sep 11

2 events

1. Sep 11

   Consent solicitation

   24h Move

   -2.0%

   Company launched consent process for amendments to 2031 senior secured notes

2. Aug 05

   Business sale agreement

   24h Move

   +38.2%

   Company agreed to sell Colombian and Ecuadorian businesses to Maurel & Prom

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

consent solicitation, senior secured amortizing notes, supplemental indenture

3 terms

consent solicitation financial

"the results of its previously announced solicitation (the “Consent Solicitation”)"

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.

senior secured amortizing notes financial

"9.750% Senior Secured Amortizing Notes due 2031"

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.

supplemental indenture regulatory

"the Company, the Note Guarantors and the Trustee executed a supplemental indenture"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CALGARY, Alberta, Sept. 22, 2026 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American: GTE) (TSX:GTE) (LSE:GTE) today announced the results of its previously announced solicitation (the “Consent Solicitation”) of consents (the “Consents”) from Holders of its 9.750% Senior Secured Amortizing Notes due 2031 (the “Notes”) to effect certain proposed amendments (the “Proposed Amendments”) to the indenture dated as of February 18, 2026, under which the Notes were issued (the “Indenture”), pursuant to the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated September 11, 2026 (the “Consent Solicitation Statement”). Any capitalized terms used in this press release without definition have the respective meanings assigned to such terms in the Consent Solicitation Statement.

As previously announced, the Consent Solicitation was conducted in connection with the previously announced sale of Gran Tierra’s Colombian and Ecuadorian businesses to Maurel & Prom for total consideration of approximately $1.33 billion, subject to adjustment (the “Sale”), pursuant to the terms and conditions of the Share Sale and Purchase Agreement entered into on August 5, 2026.

As of September 22, 2026 and according to the information received by D.F. King & Co. Inc., consents to the Proposed Amendments had been provided and not validly revoked by holders of not less than 50% in aggregate principal amount of the Notes outstanding. Accordingly, the Company has obtained the consents required to effect the Proposed Amendments.

On September 22, 2026, the Company, the Note Guarantors and the Trustee executed a supplemental indenture (the “Supplemental Indenture”) to effect the Proposed Amendments in accordance with the Consent Solicitation Statement, dated as of September 11, 2026. The Supplemental Indenture became effective immediately upon execution but will only become operative on the closing date of the Sale, at which time it will be binding on all holders of the Notes, including those who did not deliver a consent at or prior to such execution. The consent fee payable to Holders who validly delivered (and did not validly revoke) their consents prior to the Expiration Time will be payable on the closing date of the Sale.

BofA Securities, Inc. served as sole Solicitation Agent in the Consent Solicitation and D.F. King & Co. Inc. served as the Information and Tabulation Agent. Persons with questions regarding the Consent Solicitation should contact BofA Securities, Inc. at (toll free) (888) 292-0070 or (collect) (646) 855-8988. Requests for the Consent Solicitation Statement should be directed to D.F. King & Co. Inc., at (toll free) (888) 548-6498, (banks and brokers) (646) 582-9168 or by email to gte@dfking.com.

This press release is not a solicitation of consents with respect to the Proposed Amendments or otherwise. The Consent Solicitation was made solely through the Consent Solicitation Statement referred to above and related materials. The Consent Solicitation was not made to Holders of Notes in any jurisdiction where the making of the Consent Solicitation would not be in compliance with the laws of such jurisdiction. Neither the Consent Solicitation Statement nor any documents related to the Consent Solicitation have been filed with, or approved or reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Consent Solicitation Statement or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.

Contact Information

For investor and media inquiries please contact:
Gary Guidry, Chief Executive Officer
Ryan Ellson, Executive Vice President & Chief Financial Officer
(403) 265-3221
info@grantierra.com

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, Ecuador and Azerbaijan. Upon completion of the Sale described in this press release, the Company’s producing operations will be focused on Canada, and the Company will continue to pursue its exploration interests in Azerbaijan and 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. Additional information concerning Gran Tierra is available at www.grantierra.com. 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 U.S. Securities and Exchange Commission (the “SEC”) are available on the SEC website at http://www.sec.gov. Gran Tierra’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.

Forward Looking Statements and Legal Advisories:

This press release contains opinions, forecasts, projections, and other statements about future events or results that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and financial outlook and forward looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”), which can be identified by such terms as “expect,” “plan,” “can,” “will,” “should,” “guidance,” “estimate,” “forecast,” “intend,” “anticipate,” “believes,” and “remains subject to,” derivations thereof and similar terms are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, the satisfaction of the conditions precedent to, and the timing of the completion of, the Sale and the expected closing date of the Sale.

The forward-looking statements contained in this press release are based on certain assumptions made by Gran Tierra based on management’s experience and other factors believed to be appropriate. Gran Tierra believes these assumptions to be reasonable at this time, but the forward-looking statements are subject to risks and uncertainties, many of which are beyond Gran Tierra’s control, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. All forward-looking statements are made as of the date of this press release and the fact that this press release remains available does not constitute a representation by Gran Tierra that Gran Tierra believes these forward-looking statements continue to be true as of any subsequent date. Actual results may vary materially from the expected results expressed in forward-looking statements. Gran Tierra disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Important Information Regarding the Sale

This press release is neither a solicitation of a proxy nor an offer to purchase nor a solicitation of an offer to sell any securities. This press release is also not a substitute for any proxy statement or other filings that may be made with the SEC with respect to the Sale. The Company has filed a definitive proxy statement with the SEC to be used to solicit stockholder approval of the transaction. Detailed information about the Sale is contained in the definitive proxy statement and other documents filed with the SEC and disseminated to stockholders prior to the meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When does the Supplemental Indenture become operative for Gran Tierra’s Notes?

The Supplemental Indenture became effective immediately upon execution on September 22, 2026, but it will only become operative on the closing date of the sale of Gran Tierra’s Colombian and Ecuadorian businesses to Maurel & Prom. At that time, it will be binding on all holders of the Notes, including those who did not deliver a consent.

Who is eligible to receive the consent fee and when will it be paid?

The consent fee is payable to holders who validly delivered, and did not validly revoke, their consents prior to the Expiration Time. This fee will be paid on the closing date of the sale to Maurel & Prom.

How will Gran Tierra’s geographic focus change after completion of the sale?

Upon completion of the sale of its Colombian and Ecuadorian businesses, Gran Tierra’s producing operations will be focused on Canada, while the company will continue to pursue its exploration interests in Azerbaijan and additional new growth opportunities.

Who acted as advisors in the consent solicitation process?

BofA Securities, Inc. served as the sole Solicitation Agent for the consent solicitation, and D.F. King & Co. Inc. served as the Information and Tabulation Agent.