Mr. Gary Guidry reports

GRAN TIERRA ENERGY INC. ANNOUNCES EXCHANGE OFFER OF CERTAIN EXISTING NOTES FOR NEW NOTES AND THE solicITATION OF CONSENTS TO PROPOSED AMENDMENTS TO THE EXISTING INDENTURE

Gran Tierra Energy Inc. has commenced an offer to eligible holders (as defined herein) to exchange any and all of the company's outstanding 9.500 per cent senior notes due 2029 (Cusip: 38500T AC5/U37016 AC3; ISIN: US38500TAC53/USU37016AC37) for newly issued 9.500 per cent senior secured 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 Jan. 29, 2026.

Simultaneously with the exchange offer, the company is conducting a solicitation of consents from eligible holders of existing notes to effect certain proposed amendments to the indenture dated as of Oct. 20, 2023, under which the existing notes were issued. The proposed amendments would provide for, among other things, (i) the elimination of substantially all of the restrictive covenants and associated events of default and related provisions with respect to the existing notes, (ii) the release of the collateral securing the existing notes, and (iii) the amendment of certain defined terms and covenants in the existing indenture. The exchange offer and solicitation may be amended, extended, terminated or withdrawn. The new notes will be issued pursuant to an indenture and will be senior secured obligations.

The company's obligation to accept existing notes tendered pursuant to the exchange offer and consents delivered pursuant to the solicitation 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 offer, or materially impair the contemplated benefits to the company of the exchange offer, (ii) the valid receipt (and not valid revocation) of the consents of eligible holders of existing notes that, in the aggregate, represent not less than 66.67 per cent in aggregate principal amount of the existing notes outstanding to effect the proposed amendments prior to the early participation deadline, (iii) the valid tender (and not valid withdrawal) of existing notes by eligible holders in the exchange offer that, in the aggregate, represent not less than 80 per cent in aggregate principal amount of the existing notes outstanding prior to the early participation deadline, and (iv) the consummation of an incurrence of new indebtedness, on terms and subject to conditions satisfactory to the company, that results in the receipt of net proceeds that are sufficient to pay the cash consideration (as defined below), certain other customary conditions. The company reserves the right to waive the conditions to the exchange offer at any time.

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. ET on Feb. 10, 2026, 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. ET on Feb. 11, 2026, 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 for each $1,000 (U.S.) aggregate principal amount of existing notes validly tendered (and not validly withdrawn) on or prior to the early participation deadline, $1,000 (U.S.), a portion of which will be payable in cash and the remainder will be payable in principal amount of new notes. The total consideration includes an early participation premium for each $1,000 (U.S.) aggregate principal amount of existing notes validly tendered (and not validly withdrawn) on or prior to the early participation deadline equal to $50 (U.S.), payable on the early settlement date.

The aggregate cash consideration payable as part of the total consideration (which includes the early participation premium) to all eligible holders whose existing notes are validly tendered (and not validly withdrawn) on or prior to the early participation deadline and whose existing notes are accepted for exchange will be equal to an amount determined as follows: the aggregate cash consideration payable as part of the total consideration will be $110.0-million if 80 per cent in aggregate principal amount of the outstanding existing notes are validly tendered (and not validly withdrawn) on or prior to the early participation deadline, with such aggregate cash consideration amount to increase by $750,000 (U.S.) for each incremental 1.0 per cent of aggregate principal amount of outstanding existing notes validly tendered (and not validly withdrawn) on or prior to the early participation deadline, up to maximum amount of cash consideration of $125.0-million (U.S.) if 100 per cent in aggregate principal amount of the outstanding existing notes are validly tendered (and not validly withdrawn) on or prior to the early participation deadline. The pro rata portion of the cash consideration as part of the total consideration for each $1,000 (U.S.) aggregate principal amount of existing 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 existing notes validly tendered (and not validly withdrawn) on or prior to the early participation deadline.

The greater the amount of existing notes validly tendered (and not validly withdrawn), the lower the pro rata portion of the cash consideration per $1,000 (U.S.) aggregate principal amount of existing notes tendered (and not validly withdrawn). For example: (i) if 100 per cent of the existing notes outstanding is 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 existing notes validly tendered (and not validly withdrawn), approximately $174.50 (U.S.) in cash and approximately $825.50 (U.S.) in aggregate principal amount of new notes, and (ii) if 80 per cent of the existing notes outstanding is 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 existing notes validly tendered (and not validly withdrawn), approximately $191.95 (U.S.) in cash and approximately $808.05 (U.S.) in aggregate principal amount of new notes.

Eligible holders who validly tender existing notes and deliver consents after the early participation deadline and on or prior to 5 p.m. ET on Feb. 27, 2026, unless extended by the company, in its sole discretion (the expiration deadline) and whose existing notes are accepted for exchange by us will receive for each $1,000 (U.S.) aggregate principal amount of existing 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 early settlement date or the settlement date, as applicable, payable on the early settlement date or the settlement date, as applicable. Accrued interest will be paid in cash on the early settlement date or the settlement date, as applicable. Interest will cease to accrue on the early settlement date or the settlement date, as applicable, for all existing notes accepted for exchange in the exchange offer.

At any time after the withdrawal deadline and before the expiration deadline, if the company has received the consent of required holders of existing notes, the company and the trustee under the existing indenture may execute and deliver a supplemental indenture to the existing indenture, 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 early settlement date.

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

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 Canada, Colombia and Ecuador. The company is currently developing its existing portfolio of assets in Canada, 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.

We seek Safe Harbor.