Gran Tierra Energy (GTE) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition creates a high-quality, diversified business with assets across the Americas, supporting sustainable growth and enhanced shareholder value.

• Focus on asset quality, reserve base, and growth potential, with i3 Energy's Canadian assets complementing existing operations in Colombia and Ecuador.

• Enlarged group will have a balanced commodity mix, providing risk diversification and capital allocation flexibility.

• Increased oil exposure benefits i3 shareholders, especially given current commodity price differentials.

Financial terms and conditions

• Offer for 100% of i3 Energy: GBP 0.1043 per share, plus one Gran Tierra share for every 227 i3 shares, and an acquisition dividend of GBP 0.002565 per share.

• Pro forma ownership for i3 shareholders up to 16.5%; total equity value of GBP 174 million ($225 million), a 49% premium to prior closing.

• $173 million of the $225 million consideration paid in cash, funded by Gran Tierra's balance sheet, i3's cash, and new debt facilities.

• Additional $150 million in 9.5% senior secured notes due 2029 issued to fund the acquisition, replacing prior financing plans.

Synergies and expected cost savings

• Operational synergies expected from collaboration and expertise sharing across teams.

• Cost savings anticipated from reduction of duplicate listing and contract consolidation.