Mr. Gary Guidry reports

GRAN TIERRA ENERGY INC. ANNOUNCES EXCHANGE OFFERS OF CERTAIN EXISTING NOTES FOR NEW NOTES AND THE SOLICITATIONS OF CONSENTS TO PROPOSED AMENDMENTS TO THE EXISTING INDENTURES

Gran Tierra Energy Inc. has commenced offers to eligible holders (as defined herein) to exchange (such offers, the exchange offers): (i) any and all of the outstanding 6.25 per cent senior notes due 2025, issued by Gran Tierra Energy International Holdings Ltd. (GTEIH) on Feb. 15, 2018 (CUSIP: 38502HAA3/G4066TAA0, ISIN: US38502HAA32/USG4066TAA00) (the 2025 notes); and (ii) any and all of the outstanding 7.75 per cent senior notes due 2027, issued by the company on May 23, 2019 (CUSIP: 38502JAA9/U37016AA7, ISIN: US38502JAA97/USU37016AA70) (the 2027 notes and, together with the 2025 notes, the existing notes), for newly issued 9.5 per cent senior secured amortizing notes due 2029 (the new notes), pursuant to the terms and subject to the conditions set forth in the exchange offer memorandum and consent solicitation statement, dated Sept. 19, 2023, in respect of the exchange offers and solicitations of consents (each, as defined herein).

Simultaneously with the exchange offers: (i) GTEIH is conducting a solicitation of consents from eligible holders of 2025 notes to effect certain proposed amendments to the indenture dated as of Feb. 15, 2018, under which the 2025 notes were issued; and (ii) the company is conducting a solicitation of consents from eligible holders of 2027 notes to effect certain proposed amendments to the indenture dated as of May 23, 2019, under which the 2027 notes were issued. The proposed amendments would provide for, among other things: (i) the elimination of substantially all of the restrictive covenants and events of default, and related provisions, with respect to the applicable series of existing notes; and (ii) the amendment of certain defined terms and covenants in the existing indentures. It is also expected that the guarantees of the existing notes may be released as described in the exchange offer memorandum. Each exchange offer and solicitation is a separate offer, and each exchange offer and solicitation may be individually amended, extended, terminated or withdrawn without amending, extending, terminating or withdrawing any other exchange offer or solicitation, provided that each exchange offer is subject to the satisfaction of the minimum exchange condition (as defined herein). The new notes will be issued pursuant to an indenture and will be senior secured obligations.

Important dates and times

Commencement:  Sept. 19, 2023

Early participation deadline:  5 p.m. (New York time) on Oct. 2, 2023, unless extended or earlier terminated by the company, in its sole discretion

Withdrawal deadline:  5 p.m. (New York time) on Oct. 2, 2023, unless extended or earlier terminated by the company, in its sole discretion

Expiration deadline:  11:59 p.m. (New York time) on Oct. 18, 2023, unless extended or earlier terminated by the company, in its sole discretion

Settlement date:  promptly following the expiration deadline and is expected to be the second business day after the expiration deadline, on Oct. 20, 2023, unless extended

Existing notes tendered for their exchange on or prior to the early participation deadline may be validly withdrawn, and the related consents may be validly revoked, at any time prior to 5 p.m. (New York time) on Oct. 2, 2023, unless extended by the company, in its sole discretion.

Eligible holders who validly tender existing notes and deliver consents, and do not validly revoke such tenders and consents, on or prior to 5 p.m. (New York time) on Oct. 2, 2023, unless extended or earlier terminated by the company, in its sole discretion, and whose existing notes are accepted for exchange by the company, will receive: (i) for each $1,000 (U.S.) aggregate principal amount of 2025 notes validly tendered (and not validly withdrawn) on or before the early participation deadline, $1,080 (U.S.), a portion of which will be payable in cash and the remainder will be payable in principal amount of new notes; and (ii) for each $1,000 (U.S.) aggregate principal amount of 2027 notes validly tendered (and not validly withdrawn) on or prior to the early participation deadline is equal to $1,020 (U.S.) in principal amount of new notes.

The 2025 notes total consideration includes the early participation premium, for each $1,000 (U.S.) aggregate principal amount of 2025 notes validly tendered (and not validly withdrawn) on or prior to the early participation deadline, equal to $80 (U.S.), payable on the settlement date. The 2027 notes total consideration includes the early participation premium, for each $1,000 (U.S.) aggregate principal amount of 2027 notes validly tendered (and not validly withdrawn) on or prior to the early participation deadline, equal to $70 (U.S.), payable on the settlement date.

The aggregate cash consideration payable as part of the 2025 notes total consideration (which includes the 2025 notes early participation premium) to all eligible holders whose 2025 notes are validly tendered (and not validly withdrawn) on or prior to the early participation deadline and whose 2025 notes are accepted for exchange is equal to $60-million (U.S.). The pro rata portion of the $60-million (U.S.) cash consideration as part of the 2025 notes total consideration for each $1,000 (U.S.) aggregate principal amount of 2025 notes validly tendered (and not validly withdrawn) on or prior to the early participation deadline, and accepted for exchange, will be determined at the early participation deadline, based on the aggregate amount of 2025 notes validly tendered (and not validly withdrawn) on or prior to the early participation deadline. The greater the amount of 2025 notes validly tendered (and not validly withdrawn), the lower the pro rata portion of the $60-million (U.S.) cash consideration per $1,000 (U.S.) aggregate principal amount of 2025 notes tendered (and not validly withdrawn). For example: (i) if 100 per cent of the 2025 notes outstanding are validly tendered (and not validly withdrawn) on or prior to the early participation deadline, each eligible holder will receive, for each $1,000 (U.S.) aggregate principal amount of 2025 notes validly tendered (and not validly withdrawn), approximately $221 (U.S.) in cash and approximately $859 (U.S.) in aggregate principal amount of new notes; and (ii) if 50 per cent of the 2025 notes outstanding are validly tendered (and not validly withdrawn) on or prior to the early participation deadline, each eligible holder will receive, for each $1,000 (U.S.) aggregate principal amount of 2025 notes validly tendered (and not validly withdrawn), approximately $441 (U.S.) in cash and approximately $639 (U.S.) in aggregate principal amount of new notes.

The company expects to draw $50-million (U.S.) under its amended and restated senior secured credit facility, established by the credit agreement, dated as of Aug. 18, 2022, by and among the company, Gran Tierra Energy Colombia GmbH (formerly known as Gran Tierra Energy Colombia LLC), Gran Tierra Operations Colombia GmbH (formerly known as Gran Tierra Colombia Inc.) and Trafigura Pte. Ltd., as a lender, to finance a portion of the cash consideration for the exchange of the 2025 notes validly tendered (and not validly withdrawn) on or prior to the early participation deadline, and to finance the remainder of the cash consideration with cash on hand. On Sept. 19, 2023, in connection with the exchange offers, the company amended and restated such senior secured credit facility to, among other things, adjust the initial commitment of $100-million (U.S.) to $50-million (U.S.) (maintaining the potential option of up to an additional $50-million (U.S.), subject to approval by the lender), and extend the availability period until Dec. 31, 2023. The repayment of the credit facility will continue to be made by way of deductions of the price payable by Trafigura for the crude oil delivered under commercial oil marketing contracts, which the company has in place with Trafigura. As at June 30, 2023, after giving effect to the amendment, the credit facility was undrawn.

Eligible holders who validly tender existing notes and deliver consents, and do not validly revoke such tenders and consents, after the early participation deadline and on or prior to 5 p.m. (New York time) on Oct. 18, 2023, unless extended by the company, in its sole discretion, and whose existing notes are accepted for exchange by the company, will receive: (i) for each $1,000 (U.S.) aggregate principal amount of 2025 notes validly tendered (and not validly withdrawn), $1,000 (U.S.) aggregate principal amount of new notes; and (ii) for each $1,000 (U.S.) aggregate principal amount of 2027 notes validly tendered (and not validly withdrawn), $950 (U.S.) aggregate principal amount of new notes.

Eligible holders whose existing notes are accepted for exchange will be paid accrued and unpaid interest on such existing notes from, and including, the most recent date on which interest was paid on such holder's existing notes to, but not including, the settlement date, payable on the settlement date. Accrued interest will be paid in cash on the settlement date. Interest will cease to accrue on the settlement date for all existing notes accepted for exchange in the applicable exchange offer.

The company's obligation to accept existing notes tendered pursuant to the exchange offers and consents delivered pursuant to the solicitations is subject to the satisfaction of certain conditions described in the exchange offer memorandum, which include: (i) the non-occurrence of an event or events or the likely non-occurrence of an event or events that would or might reasonably be expected to prohibit, restrict or delay the consummation of the exchange offers, or materially impair the contemplated benefits to the company of the exchange offers; (ii) the receipt of both (a) the 2025 consents of eligible holders of 2025 notes that, in the aggregate, represent not less than 50 per cent in aggregate principal amount of the 2025 notes outstanding and (b) the 2027 consents of eligible holders of 2027 notes that, in the aggregate, represent not less than 50 per cent in aggregate principal amount of the 2027 notes outstanding, prior to the expiration deadline (collectively, the minimum exchange condition); and (iii) certain other customary conditions.

At any time after the withdrawal deadline and before the expiration deadline, if both GTEIH and the company have received the 2025 consent of eligible holders of 2025 notes and the 2027 consent of eligible holders of 2027 notes, respectively, that, in the aggregate, represent holders that own not less than 50 per cent of the 2025 notes and not less than 50 per cent of the 2027 notes, respectively, on such date, GTEIH and the company, as applicable, and the trustee under the existing indentures, may execute and deliver a supplemental indenture to the existing indentures, which will give effect to the proposed amendments to the existing notes, that will be effective upon execution but will only become operative upon consummation of the exchange offer on the settlement date.

The company will not receive any cash proceeds from the issuance of the new notes in the exchange offers and the solicitations. Existing notes surrendered in connection with the exchange offers, and accepted for exchange, will be cancelled.

The exchange offers are made, and the new notes will be offered and issued, only: (a) in the United States to holders of existing notes who are reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended) in reliance upon the exemption from the registration requirements of the Securities Act; and (b) outside the United States to holders of existing notes who are persons other than United States persons (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act, and who are non-U.S. qualified offerees and eligible purchasers in other jurisdictions as set forth in the exchange offer memorandum. Holders who have returned a duly completed eligibility letter certifying that they are within one of the categories described in the immediately preceding sentences are authorized to receive and review the exchange offer memorandum, and to participate in the exchange offers and the solicitations. Holders who desire to obtain and complete an eligibility letter should either visit the DF King website for this purpose, or call D.F. King & Co. Inc., the information agent and exchange agent for the exchange offers and the solicitation of consents, at 1-800-859-8509 (toll free) or 1-212-269-5550 (banks and brokers), or by e-mail at gte@dfking.com.

About Gran Tierra Energy Inc.

Gran Tierra Energy, 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.

We seek Safe Harbor.