Gran Tierra begins exchange offers for new amortizing notes due 2029

Chicago, May 25 – Gran Tierra Energy Inc. started an offer to exchange two existing notes for a series of new 8¾% senior secured amortizing notes due 2029, according to a notice.

The existing notes that are part of the offer are any and all of the $300 million outstanding 6¼% senior notes due 2025 issued by Gran Tierra Energy International Holdings Ltd. (Cusips: 38502HAA3, G4066TAA0) and any and all of the $300 million outstanding 7¾% senior notes due 2027 (Cusips: 38502JAA9, U37016AA7).

Noteholders who tender their notes by the early deadline will receive $1,000 of new notes for $1,000 of existing notes, inclusive of $50 of new notes as an early participation premium. However, noteholders who tender after the early deadline will only receive $950 of new notes for $1,000 of existing notes.

Accrued interest on the existing notes will be paid on the settlement date.

The early participation deadline is 5 p.m. ET on June 7, also the withdrawal deadline.

The expiration deadline is 11:59 p.m. ET on June 22.

Settlement is planned for June 24.

The company is also soliciting consents for proposed amendments for each series. The company needs consents from noteholders representing 50% of each series.

The proposed amendments would eliminate substantially all of the restrictive covenants and events of default and related provisions with respect to the applicable series of existing notes and amend certain defined terms and covenants in the existing indenture.

Each exchange offer and consent solicitation is separate.

One condition of the exchange offers is that at least 80% of the outstanding notes of a series be tendered in the offer.

The company also noted that it expects to repay its revolving credit facility and terminate or refinance its revolving credit facility before the expiration deadline and the completion of the exchange offers and solicitation.

The offer is for Rule 144A and Regulation S investors. Eligibility letters are available for the information agent and exchange agent.

The agent is D.F. King & Co., Inc (800 967-0261, 212 269-5550, www.dfking.com/gte, gte@dfking.com).

Gran Tierra Energy is an oil and natural gas exploration and production company based in Calgary, Alta.

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