Among the important factors that could cause actual results to differ materially from those indicated by the forward-looking statements in this press release are: the risk that the Transaction may not be completed on the anticipated terms or timeline, or at all, including as a result of a failure to obtain stockholder approval, the requisite consents of the holders of the 2031 Notes and the prepayment buyers under the Prepayment Agreement, or the required regulatory approvals, or a failure to satisfy other conditions precedent; the risk that the amount of cash actually received by the Company differs from the amounts disclosed in this press release, which remain estimates and are subject to customary closing and working capital adjustments, transaction costs and other items determined at or following closing; the risk that the anticipated benefits of the Transaction, including the expected reduction in net debt, return of capital to stockholders and other use of proceeds, are not realized; the risk that the requisite consents of the holders of the 2031 Notes and the Prepayment Agreement to the assumption of, and release of the Company from, the 2031 Notes and the prepayment buyers under the Prepayment Agreement are not obtained; the risk that the share repurchase is not completed, or is completed in a different form, for a different amount or on different terms than currently anticipated, or that required stock exchange or other regulatory approvals are not obtained; the possibility that the Transaction is terminated, including in circumstances requiring the payment of a break fee; the effect of the announcement or pendency of the Transaction on the Company’s business, relationships and securities; certain of Gran Tierra’s operations are located in South America and the Company is pursuing activities in other international jurisdictions, including Azerbaijan, and unexpected problems can arise due to guerilla activity, strikes, local blockades or protests, civil unrest, sanctions-related restrictions, or other political instability; technical and operational difficulties may arise which impact the production, transport or sale of Gran Tierra’s products; global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and natural gas, including inflation and changes resulting from geopolitical events, including the ongoing conflicts in Ukraine, the Middle East and Venezuela, or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries; changes in commodity prices, including volatility or a prolonged decline in these prices relative to historical or future expected levels; the risk that current global economic and credit conditions may impact oil and natural gas prices and consumption more than Gran Tierra currently predicts; prices and markets for oil and natural gas are unpredictable and volatile; the effect of hedges; the accuracy of the productive capacity of any particular field; the ability of Gran Tierra to execute its business plan, which may include acquisitions and dispositions, and realize expected benefits from current or future initiatives; the ability to replace reserves and production and develop and manage reserves on an economically viable basis; the accuracy of testing and production results, reserves and resources estimates, seismic data, pricing and cost estimates (including with respect to commodity pricing and exchange rates); volatility or declines in the trading price of Gran Tierra’s common stock or bonds; Gran Tierra’s ability to comply with financial covenants in its credit agreement and indentures and make borrowings under its credit agreement; and the risk factors detailed from time to time in Gran Tierra’s periodic reports filed with the SEC, including, without limitation, under the caption “Risk Factors” in Gran Tierra’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 4, 2026 and its other filings with the SEC. These filings are available on the SEC’s website at http://www.sec.gov and on SEDAR+ at www.sedarplus.ca.