Item 8.01. Other Events.

On June 21, 2022, Gran Tierra Energy Inc., a Delaware corporation (the "Company"), issued a press release announcing the termination of its previously announced private offers to all Eligible Holders (as defined in the press release) to exchange (the "Exchange Offers") any and all outstanding 6.25% Senior Notes due 2025 (the "2025 Notes") issued by Gran Tierra Energy International Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and an indirect, wholly-owned subsidiary of the Company ("GTEIH"), and the 7.750% Senior Notes due 2027 (the "2027 Notes" and, together with the 2025 Notes, the "Existing Notes") issued by the Company, for newly issued 8.750% Senior Secured Amortizing Notes due 2029 (the "New Notes"), pursuant to the terms and subject to the conditions set forth in a confidential exchange offer memorandum and consent solicitation statement, dated May 24, 2022 (as amended and supplemented, the "Exchange Offer Memorandum").

Please carefully review the attached press release for further details regarding the Exchange Offers and Solicitations. A copy of the Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference in its entirety.

Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitute an offer to (i) buy or the solicitation of an offer to sell the Existing Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction or (ii) sell or the solicitation of an offer to buy the New Notes, nor shall there be any sale of the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Exchange Offers and Solicitations were made solely pursuant to the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.

Item 9.01. Financial Statements and Exhibits.






(d)Exhibits.



Exhibit Number                              Description
  99.1           Press Release of Gran Tierra Energy Inc. issued on June 21, 2022.
104            Cover Page Interactive Data File - the cover page XBRL tags are
               embedded within the Inline XBRL document.

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