Mr. Gary Guidry reports

GRAN TIERRA ENERGY INC. ANNOUNCES AMENDMENT OF THE PREVIOUSLY ANNOUNCED 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 amended its previously announced 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 No.: 38500T AC5/U37016 AC3, ISIN: US38500TAC53/USU37016AC37) for newly issued 9.750 per cent senior secured amortizing notes due 2031, pursuant to the terms and subject to the conditions set forth in the exchange offer memorandum and consent solicitation statement, dated Jan. 29, 2026.

The company is amending the exchange offer to: (i) modify the terms of the cash consideration (as described below); (ii) increase the coupon rate of the new notes to 9.750 per cent; (iii) include an amortization schedule for the new notes; (iv) add a new guarantor and collateral; and (v) modify certain covenants of the new notes, all as described in further detail in the supplement to the exchange offer memorandum, dated as of Feb. 5, 2026.

As previously announced, 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 The exchange offer and solicitation may be amended, extended, terminated or withdrawn.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 us 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 66-2/3rds per cent in aggregate principal amount of the existing notes outstanding to effect the proposed amendments prior to 5 p.m. New York time on Feb. 11, 2026, unless extended or earlier terminated by the company, in its sole discretion; (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 (the minimum exchange condition); 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) (such condition the financing condition), 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. New York time on Feb. 11, 2026, unless extended by the company, in its sole discretion.

As described in the supplement, the company is amending the cash portion of the total consideration that is payable 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 to be equal to $125-million (U.S.) (as amended, the cash consideration). The total consideration and early participation premium remain unchanged.

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 $218.12 (U.S.) in cash and approximately $781.88 (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. New York time on Feb. 27, 2026, unless extended 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), $950 (U.S.) aggregate principal amount of new notes (the exchange consideration).

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.

The exchange offer is being made and the new notes are being 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 U.S. 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 offer and the solicitation (such holders, eligible holders). Holders who desire to obtain copies of the exchange offer memorandum, including copies of the supplement, and to obtain and complete an eligibility letter should either visit the website for this purpose or call D.F. King & Co. Inc., the information agent and exchange agent for the exchange offer and the solicitation of consents, at 1-888-628-9011 (toll-free) or 1-646-582-9168 (banks and brokers) or e-mail at gte@dfking.com.

The exchange offer is being made, and the new notes are being offered and issued in Canada on a private placement basis to holders of existing notes who are accredited investors and permitted clients, each as defined under applicable Canadian provincial securities laws.

None of the company, the dealer managers, the trustee, any agent or any affiliate of any of them makes any recommendation as to whether eligible holders should tender or refrain from tendering all or any portion of the principal amount of such eligible holder's existing notes for new notes in the exchange offer or consent to any of the proposed amendments to the existing indenture in the solicitation. Eligible holders will need to make their own decision as to whether to tender existing notes in the exchange offer and participate in the solicitation and, if so, the principal amount of existing notes to tender.

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 exchange, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE.

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