Mr. Majid Shafiq reports

SCHEME OF ARRANGEMENT FOR ACQUISITION OF I3 ENERGY PLC BECOMES EFFECTIVE

On Aug. 19, 2024, the boards of directors of i3 Energy and Gran Tierra Energy Inc. reached agreement on the terms of a recommended and final cash and share acquisition of the entire issued, and to be issued, share capital of i3 Energy. The acquisition is being implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

i3 Energy published a circular in relation to the scheme dated Aug. 29, 2024.

On Oct. 29, 2024, i3 Energy announced that the court had sanctioned the scheme at the sanction hearing held on Oct. 29, 2024.

i3 Energy and Gran Tierra are pleased to announce that, following delivery of the court order to the Registrar of Companies and satisfaction or waiver of all of the conditions set out in the scheme document, the scheme has now become effective in accordance with its terms and, pursuant to the scheme, the entire issued and to be issued share capital of i3 Energy is now owned by Gran Tierra.

Consideration

A scheme shareholder on the register of members of i3 Energy at the scheme record time, being 6 p.m. on Oct. 30, 2024, will be entitled to receive one new Gran Tierra share per every 207 i3 Energy shares held and 10.43 pence cash per i3 Energy share subject to any adjustments to such consideration resulting from valid elections made under the mix and match facility. For scheme shareholders holding scheme shares in certificated form, settlement of the consideration will be effected by electronic payment or (for those scheme shareholders who have not set up an electronic payment mandate) by the despatch of cheques. For scheme shareholders holding scheme shares in uncertificated form, settlement of consideration will be effected by the crediting of CREST or CDS accounts, as applicable. In each case settlement of consideration will occur as soon as practicable and in any event not later than 14 days after the date of this announcement, being Nov. 14, 2024.

Further to the announcement on Oct. 7, 2024, i3 Energy confirms that, the scheme having become effective, the acquisition dividend totalling 3,084,278 pounds sterling will be paid as follows.

Dividend:  0.2565 pence per i3 Energy share

Record date:  6 p.m. on Oct. 30 2024

Payment date:  by Nov. 13, 2024

i3 Energy admission to listing on AIM

An application was made for the suspension of admission to trading in i3 Energy shares on the London Stock Exchange's AIM Market and such suspension has taken effect from 7:30 a.m. today. The cancellation of the admission to trading of the i3 Energy shares on AIM has been applied for and is expected to take place by 8 a.m. on Nov. 1, 2024. The delisting of the i3 Energy shares on the Toronto Stock Exchange has been applied for and is expected to take place at the close of markets on Nov. 1, 2024.

Gran Tierra admission of shares to listing

An application has been made for the admission of 5,808,925 new shares of common stock of par value 0.1 U.S. cent per share in Gran Tierra. Gran Tierra has applied for the consideration shares to be admitted to the equity shares (international commercial companies secondary listing) category of the official list of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange PLC.

Gran Tierra expects admission of the consideration shares to occur at 8 a.m. on Nov. 1, 2024. The consideration shares will rank pari passu in all respects with Gran Tierra's existing shares of common stock of par value 0.1 U.S. cent per share.

Total voting rights

Following admission, Gran Tierra will have total issued share capital of 36,460,141 common shares and holds no common shares in treasury. Gran Tierra shareholders may use the figure of 36,460,141 as the denominator in calculations to determine if they are required to notify Gran Tierra of their interest in, or a change to their interest in Gran Tierra under the Financial Conduct Authority's disclosure guidance and transparency rules.

Cancellation of the Trafigura loan facility

Gran Tierra also announces that the loan facility entered into on Aug. 19, 2024, with Trafigura has today been cancelled. As announced on Sept. 18, 2024, Gran Tierra completed an offering of an additional $150-million (U.S.) aggregate principal amount of its 9.500 per cent senior secured amortizing notes due 2029, the net proceeds of which are being applied to satisfy the cash consideration payable to i3 Energy shareholders in place of the term loan facility available to Gran Tierra pursuant to the terms of the loan facility.

Board and constitutional changes

Each of the i3 Energy directors has resigned as a director of i3 Energy with effect from the scheme becoming effective.

Pedro Zutara, Adam Hewitson and Amy Lister have been appointed as directors of i3 Energy with effect from the scheme becoming effective.

i3 Energy will in due course submit an application to cease to be a reporting issuer in each of the provinces of Canada under National Policy 11-206 (Process for Cease to be a Reporting Issuer Applications). i3 Energy is expected to be converted to a private limited company and its name changed to Gran Tierra U.K. Ltd. As disclosed in the scheme document, i3 Energy shares are expected to be transferred to a wholly owned subsidiary of Gran Tierra following completion of the reregistration.

Full details of the acquisition are set out in the scheme document. Defined terms used but not defined in this announcement have the meanings set out in the scheme document. All references to times in this announcement are to London time.

We seek Safe Harbor.