GTE

Business Context and Reporting Period

Company: Gran Tierra Energy Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 2, 2026
Event: Entry into a Material Definitive Agreement and Creation of a Direct Financial Obligation involving the issuance of additional senior secured notes.

Key Financial Metrics and Debt Structure

Debt Issuance: The Company issued US$11,717,000 aggregate principal amount of additional 9.750% Senior Secured Amortizing Notes due 2031 (the "Additional Notes").
Total Outstanding: Upon completion of the exchange, the total aggregate principal amount of the 9.750% Senior Secured Amortizing Notes due 2031 is US$503,570,000.
Interest Rate: 9.750% per annum, payable semi-annually in arrears.
Maturity: April 15, 2031.
Amortization Schedule:

• 15.0% of original principal on October 15, 2029.
• 15.0% of original principal on October 15, 2030.
• Remaining principal on maturity date (April 15, 2031).

Security: Guaranteed on a senior basis by subsidiary guarantors and secured by a first lien priority interest in the capital stock of certain subsidiary guarantors.
Liquidity and Cash Flow: The filing text does not provide specific values for revenue, profit, operating cash flow, or general liquidity metrics. The transaction was an exchange of existing debt for new debt.

Material Changes Versus Prior Period

Debt Exchange: The Additional Notes were issued in exchange for US$11,717,000 aggregate principal amount of the Company's 9.500% Senior Secured Amortizing Notes due 2029 (the "Existing Notes").
Interest Rate Change: The exchange resulted in an increase in the coupon rate from 9.500% to 9.750% for the exchanged portion.
Maturity Extension: The maturity date for the exchanged portion was extended from 2029 to 2031.
Series Consolidation: The Additional Notes form a single series with the US$491,853,000 of Original Notes issued on February 18, 2026.

Guidance, Outlook, Risks, and Covenants

Redemption Provisions:

• Make-Whole: Prior to April 15, 2028, the Company may redeem notes at principal plus a make-whole premium.
• Standard Redemption: On or after April 15, 2028, notes may be redeemed at specified prices.
• Equity Proceeds: Prior to April 15, 2028, up to 35% of the aggregate principal may be redeemed using net cash proceeds from certain equity offerings.

Change of Control: If a change of control occurs, holders may require the Company to repurchase notes at 101% of principal plus accrued interest.
Covenants: The Indenture restricts the Company's ability to incur additional indebtedness, incur liens, make restricted payments, pay dividends, consummate asset sales, enter into sale and lease-back transactions, engage in affiliate transactions, or consolidate/merge assets, subject to exceptions.
Outlook: The filing text does not provide specific management commentary on future operational guidance or market outlook beyond the terms of the debt instrument.

Investor Verification Checklist

• Verify the total outstanding debt load of US$503,570,000 and the impact of the 9.750% interest rate on future interest expense.
• Confirm the specific amortization cash outflows scheduled for October 2029 and October 2030.
• Review the full text of the Indenture (Exhibit 4.1) and First Supplemental Indenture (Exhibit 4.2) to understand specific covenant exceptions and qualifications.
• Assess the Company's ability to meet the 101% change of control repurchase price if a takeover event occurs.
• Monitor the Company's compliance with restrictions on dividends and additional indebtedness under the new terms.