Gran Tierra Energy Inc. Announces Private Offering of an Additional Amount of its 9.500% Senior Secured Amortizing Notes due 2029

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CALGARY, Alberta, Sept. 12, 2024 (GLOBE NEWSWIRE) — Gran Tierra Energy Limited (“GTE”) announced today that it has acquired a 100% stake in the company’s …Great Earth“or”a company“) (NYSE: GTE) (TOKYO: GTE) (London Stock Exchange: GTE) announced today that it intends, subject to market and other conditions, to offer an additional amount of its previously issued 9.500% Senior Secured Notes due 2029 (“Notes) in a private offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Law“, to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act, and under certain prospectus exemptions in Canada.

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Gran Tierra currently has an aggregate outstanding amount of $587,590,000 of 9.500% Senior Secured Amortization Notes due 2029 (“Original notesThe Notes will have the same terms and conditions as the Original Notes, except for the issuance date and issue price, and will constitute the same series as the Original Notes, including with respect to interest payments. Upon settlement, the Notes are expected to trade under the same CUSIP number as the Original Notes, except that Notes sold pursuant to Regulation S under the Securities Act will have a different CUSIP number than the Original Notes until 40 days after the date of issuance of the Notes.

The Notes will be guaranteed by certain affiliates of Gran Tierra. Gran Tierra intends to use the net proceeds from the Offer to fund the cash portion of the consideration payable for the Shares under the terms of the proposed acquisition of the entire issued and issued share capital of i3 Energy plc, a public company organized under the laws of England and Wales, and any remaining net proceeds from the Offer for general corporate purposes, which may include additional capital for the appraisal and development of exploration discoveries, the repayment of other debt, working capital and/or acquisitions.

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This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.

The Offering will be made, and the Notes will be offered and issued, only (a) in the United States to investors who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in reliance on an exemption from the registration requirements of the Securities Act, (b) outside the United States to investors who are other than “U.S. persons” (as defined in Rule 902 under the Securities Act) in reliance on Regulation S under the Securities Act, and (c) pursuant to certain prospectus exemptions in Canada.

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This press release is being issued pursuant to and in accordance with Rule 135C of the Securities Act.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 or “forward-looking information” within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact included in this press release, and those statements preceded, followed by or otherwise including the words “may,” “would,” “will,” “could,” “should,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “target,” “goal,” “guidance,” “budget,” “plan,” “target,” “potential,” “seek,” or expressions or variations of such expressions are forward-looking statements. Gran Tierra can give no assurance that the assumptions on which the forward-looking statements are based will prove to be correct or that, even if they are correct, intervening circumstances will not occur that would cause actual results to differ from those anticipated. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause Gran Tierra’s actual results to differ materially from the forward-looking statements, including, but not limited to, statements regarding Gran Tierra’s expectations regarding the completion, timing and size of the proposed offering and the use of proceeds; and the factors set forth in Part I, Item 1A, “Risk Factors” in Gran Tierra’s Annual Report on Form 10-K for the year ended December 31, 2023, and in Gran Tierra’s other filings with the U.S. Securities and Exchange Commission. Although Gran Tierra believes that the expectations reflected in the forward-looking statements are reasonable, Gran Tierra cannot guarantee future results, level of activity, performance or achievements. Furthermore, neither Gran Tierra nor any other person assumes responsibility for the accuracy or completeness of any such forward-looking statements. Investors should not rely on forward-looking statements as predictions of future events. The information contained herein is made as of the date of this press release, and except as otherwise required by securities law, Gran Tierra disclaims any obligation or undertaking to publicly announce any updates or revisions to any forward-looking statement contained in this press release or to withdraw it to reflect any change in Gran Tierra’s expectations with respect thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.

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About GRAN TIERRA ENERGY INC.

Gran Tierra Energy Inc., together with its subsidiaries, is an independent international energy company currently focused on the exploration and production of oil and natural gas internationally with assets currently located in Colombia and Ecuador. The Company is currently developing its existing portfolio of assets in Colombia and Ecuador and will continue to pursue additional growth opportunities that will further enhance the Company’s portfolio. The Company’s common stock is traded on the New York Stock Exchange, the Toronto Stock Exchange and the London Stock Exchange under the trading symbol GTE.

For inquiries from investors and media, please contact:
Gary Guidry, President and CEO
Ryan Elson, Executive Vice President and Chief Financial Officer
+1-403-265-3221
info@grantierra.com

Source: Gran Tierra Energy Inc.

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