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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.
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| 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% | ||||||
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| (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accepted for exchange US$616,984,000 aggregate principal amount of Existing Notes validly tendered and not validly withdrawn on or before the Early Participation Deadline, out of the US$636,740,000 aggregate principal amount of Existing Notes validly tendered and not validly withdrawn on or before the Early Participation Deadline. | |
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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.
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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.
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