**Summary**
Gran Tierra Energy Inc. announced the early participation results for its exchange offer and consent solicitation regarding its existing 9.500% Senior Secured Amortizing Notes due 2029. As of the Early Participation Deadline (February 11, 2026), approximately 88.89% of the outstanding principal amount of the existing notes (US$636,740,000) was validly tendered for exchange. The company received sufficient consents to amend the existing indenture, eliminating restrictive covenants, releasing collateral, and modifying certain terms.
Eligible holders who participated early will receive a Total Consideration of US$1,000 per US$1,000 principal amount of existing notes, comprising US$196.31 in cash and US$803.69 in new 9.750% Senior Secured Amortizing Notes due 2031, plus a US$50 early participation premium. The Exchange Offer and Solicitation of Consents will expire on February 27, 2026, with settlement expected on March 2, 2026, for notes tendered after the early deadline.
The company amended the offer to provide US$1,000 in new notes (without cash consideration) for notes tendered after the early deadline but before expiration. The offer is subject to conditions, including a minimum exchange threshold and financing condition, which the company expects to satisfy. The new notes are being offered in reliance on exemptions from registration under U.S. and Canadian securities laws. Holders are advised to make their own decisions regarding participation, and the company disclaims any recommendation.
**Key Points**
**Exchange Offer Results** 88.89% of existing notes tendered early.
**Amendments** Restrictive covenants eliminated, collateral released, and terms modified.
**Consideration** Early participants receive US$196.31 cash + US$803.69 new notes + US$50 premium.
**Extended Offer** Post-early deadline tenders receive US$1,000 in new notes only.
**Conditions** Minimum exchange and financing conditions expected to be met.
**Regulatory Compliance** Offer made under U.S. and Canadian securities exemptions.
**Disclaimer** No recommendation provided
holders must decide independently.