GTE Gran Tierra Energy Inc

Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE) (TSX:GTE) (LSE:GTE) today announced the issuance of US$487,590,000 aggregate principal amount of its 9.500% Senior Secured Amortizing Notes due 2029 (the “New Notes”) as part of its previously announced offers to exchange (such offers, the “Exchange Offers”) the 6.250% Senior Notes due 2025 (the “2025 Notes”), issued by Gran Tierra Energy International Holdings Ltd., and the 7.750% Senior Notes due 2027 (the “2027 Notes”), issued by the Company.

Gary Guidry, President and Chief Executive Officer of Gran Tierra, commented:

“We are very pleased with the successful completion of the Exchange Offers which we believe is highly beneficial for both Gran Tierra and our stakeholders. The Company’s balance sheet is now stronger due to an improved amortization schedule, less restrictive conditions, and overall reduced leverage. The Exchange Offers, in tandem with our solid operating cash flow, provide additional financial flexibility and a stronger platform, as the Company continues to execute its strategy of delivering profitable production growth, free cash flow generation and value creation for stakeholders. Our mandate to develop high-value resource opportunities to deliver top-quartile returns remains unchanged. We intend to continue to high-grade our portfolio through our integrated strategy of acquiring, exploring, developing, producing, and enhancing high-quality oil and gas assets. We appreciate the support received from our bond investor base as we believe it demonstrates the underlying confidence in Gran Tierra’s producing assets as well as our business strategy, especially in today’s volatile markets.”

Benefits of the Exchange Offers include:

• Maturities Extension: The issuance of the New Notes results in an extension of maturity to 2029. The New Notes also reduce Gran Tierra’s refinancing risk by flattening the debt principal repayments by amortizing the repayments over a longer period. The New Notes’ principal repayment schedule also better aligns with the Company’s projected cash flows.
• Financial Flexibility: The Exchange Offers unlock capital for strategic uses and provides additional flexibility on capital allocation including capital expenditures required for organic growth, mergers and acquisitions activities, and potential shareholder returns via share buybacks.
• Strengthened Balance Sheet and Overall Debt Reduction: The $60 million of cash deployed as part of the Exchange Offers reduces Gran Tierra’s overall gross debt.
• Enhanced Liquidity: Combining both the 2025 Notes and the 2027 Notes into a single series of New Notes with US$487,590,000 aggregate principal amount enhances trading liquidity for noteholders.
• Positive Rating Agency View: Rating agencies are taking a positive view on the credit due to the new senior secured structure, pre-payment of 2025 Notes, and the new amortization profile.
• Retaining Supportive Existing Bondholder Base: The broad investor base participation in the Exchange Offers is a clear testament to the market’s confidence in and support of Gran Tierra’s strategy.

Cautionary Statement Regarding Forward Looking Statements

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 U.S. Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and financial outlook and forward looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). The use of the words “expect,” “plan,” “can,” “will,” “should,” “guidance,” “forecast,” “signal,” “progress,” and “believes,” derivations thereof and similar terms identify forward-looking statements. In particular, but without limiting the foregoing, this press release contains forward-looking statements regarding: the Company’s projected cash flow, financial flexibility, expected financial condition, expected liquidity, and relationship with its bondholders. The forward-looking statements contained in this press release reflect several material factors and expectations and assumptions of Gran Tierra including, without limitation, that Gran Tierra will continue to conduct its operations in a manner consistent with its current expectations, pricing and cost estimates (including with respect to commodity pricing and exchange rates), and the general continuance of assumed operational, regulatory and industry conditions in Colombia and Ecuador, and the ability of Gran Tierra to execute its business and operational plans in the manner currently planned.

Among the important factors that could cause actual results to differ materially from those indicated by the forward-looking statements in this press release are: our operations are located in South America and unexpected problems can arise due to guerilla activity, strikes, local blockades or protests; technical difficulties and operational difficulties may arise which impact the production, transport or sale of our products; other disruptions to local operations; global health events; global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and gas, including inflation and changes resulting from a global health crisis, the Russian invasion of Ukraine, or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC, such as its recent decision to cut production and other producing countries and resulting company or third-party actions in response to such changes; changes in commodity prices, including volatility or a prolonged decline in these prices relative to historical or future expected levels; the risk that current global economic and credit conditions may impact oil prices and oil consumption more than we currently predict. which could cause further modification of our strategy and capital spending program; prices and markets for oil and natural gas are unpredictable and volatile; the effect of hedges; the accuracy of productive capacity of any particular field; geographic, political and weather conditions can impact the production, transport or sale of our products; our ability to execute its business plan and realize expected benefits from current initiatives; the risk that unexpected delays and difficulties in developing currently owned properties may occur; the ability to replace reserves and production and develop and manage reserves on an economically viable basis; the accuracy of testing and production results and seismic data, pricing and cost estimates (including with respect to commodity pricing and exchange rates); the risk profile of planned exploration activities; the effects of drilling down-dip; the effects of waterflood and multi-stage fracture stimulation operations; the extent and effect of delivery disruptions, equipment performance and costs; actions by third parties; the timely receipt of regulatory or other required approvals for our operating activities; the failure of exploratory drilling to result in commercial wells; unexpected delays due to the limited availability of drilling equipment and personnel; volatility or declines in the trading price of our common stock or bonds; the risk that we do not receive the anticipated benefits of government programs, including government tax refunds; our ability to comply with financial covenants in its credit agreement and indentures and make borrowings under any credit agreement; and the risk factors detailed from time to time in Gran Tierra’s periodic reports filed with the Securities and Exchange Commission, including, without limitation, under the caption “Risk Factors” in Gran Tierra’s Annual Report on Form 10-K for the year ended December 31, 2022 filed February 21, 2023 and its other filings with the SEC. These filings are available on the SEC website at http://www.sec.gov and on SEDAR at www.sedar.com.

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 risk 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. The unprecedented nature of industry volatility may make it particularly difficult to identify risks or predict the degree to which identified risks will impact Gran Tierra’s business and financial condition. 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. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

The statements related to Gran Tierra’s financial performance, financial position and cash flow may be considered to be future-oriented financial information or a financial outlook for the purposes of applicable Canadian securities laws. Financial outlook and future oriented financial information contained in this press release about prospective financial performance, financial position or cash flows are provided to give the reader a better understanding of the potential future performance of the Company in certain areas and are based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information currently available, and to become available in the future.

Actual results may differ significantly from the projections presented herein. The actual results of Gran Tierra’s operations for any period could vary from the amounts set forth in these projections, and such variations may be material. See above for a discussion of the risks that could cause actual results to vary. The future-oriented financial information and financial outlooks contained in this press release have been approved by management as of the date of this press release. Readers are cautioned that any such financial outlook and future-oriented financial information contained herein should not be used for purposes other than those for which it is disclosed herein. The Company and its management believe that the prospective financial information has been prepared on a reasonable basis, reflecting management’s best estimates and judgments, and represent, to the best of management’s knowledge and opinion, the Company’s expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results.

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 Colombia and Ecuador. The Company is currently developing its existing portfolio of assets in 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. 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 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 (i) the SEC are available on the SEC website at http://www.sec.gov, (ii) the Canadian securities regulatory filings are available on SEDAR at http://www.sedar.com, and (iii) the UK regulatory filings are available on the National Storage Mechanism (the “NSM”) website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For investor and media inquiries please contact:

Gary Guidry,President & Chief Executive Officer

Ryan Ellson,Executive Vice President & Chief Financial Officer

Rodger Trimble,Vice President, Investor Relations

+1-403-265-3221

info@grantierra.com

SOURCE Gran Tierra Energy Inc.