Gran Tierra Energy completes consent solicitation on 2031 notes

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

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.