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CALGARY, Alberta, Sept. 11, 2026 (GLOBE NEWSWIRE) — Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE) (TSX:GTE) (LSE: GTE) today announced that it is conducting a solicitation (the “Consent Solicitation”) of consents (the “Consents”) from Holders of its 9.750% Senior Secured Amortizing Notes due 2031 (the “Notes”) to effect certain proposed amendments (the “Proposed Amendments”) to the indenture dated as of February 18, 2026, under which the Notes were issued (the “Indenture”), pursuant to the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated September 11, 2026 (the “Consent Solicitation Statement”). Any capitalized terms used in this press release without definition have the respective meanings assigned to such terms in the Consent Solicitation Statement.
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Article contentNotesCUSIP/ISIN NumbersPrincipal Amount
OutstandingConsent Fee9.750% Senior Secured
Amortizing Notes due
2031Rule 144A: 38500T AD3 / US38500TAD37
Regulation S: U37016 AF6 / USU37016AF67US$479,353,000US$2.50 per US$1,000Article contentWe apologize, but this video has failed to load.Try refreshing your browser, or
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As previously announced, on August 5, 2026, the Company entered into a Share Sale and Purchase Agreement (as it may be amended from time to time in accordance with its terms, the “Share Purchase Agreement”) with Établissements Maurel et Prom S.A., a company organized and existing under the laws of France (“M&P”), Maurel & Prom Andina S.A.S., a company organized and existing under the laws of France and an indirect wholly owned subsidiary of M&P (“Purchaser”), and the other parties thereto, whereby, among other things, Gran Tierra Energy International Holdings GmbH, a company organized and existing under the laws of Switzerland and an indirect wholly owned subsidiary of the Company, has agreed to sell all of the issued and outstanding equity interests of Gran Tierra Energy CI GmbH, a company organized and existing under the laws of Switzerland and an indirect wholly owned subsidiary of the Company (“GTECI”), to Purchaser (the transactions contemplated by the Share Purchase Agreement, the “Sale”). At Completion (as defined in the Share Purchase Agreement), among other things, Purchaser will assume the performance of every covenant and all obligations of the Company under the Indenture, the Notes, and the applicable collateral documents (to the extent not released) (the “Note Assumption”).
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The Proposed Amendments would (i) enable the Note Assumption by releasing certain collateral, waiving debt coverage tests related to successor issuers for purposes of the Sale and providing that the Sale is not a Change of Control under the Indenture, (ii) update the definition of “GAAP” in the Indenture to include International Financial Reporting Standards as issued and interpreted by the International Accounting Standards Board and accounting principles that are recognized as being generally accepted in France, (iii) update the financial reporting covenant, including to reflect that neither M&P nor Purchaser is an SEC-reporting company and to permit the reporting of hydrocarbon proved reserve information pursuant to the Petroleum Resources Management System of the Society of Petroleum Engineers, and (iv) provide that certain acquisitions of working interests in the Sinu-9 gas license in Colombia by Purchaser or any Restricted Subsidiary (as defined in the Indenture) from certain affiliates of M&P will be considered a “Permitted Investment” under the Indenture. No other changes will be made to the Indenture or the Notes. The interest rate, payment terms, and maturity date of the Notes will remain the same, and the Notes will remain secured by a first-ranking pledge by GTECI in respect of all of the quotas and other equity securities of any kind of Gran Tierra Energy Colombia GmbH and Gran Tierra Operations Colombia GmbH.