Update on Regulatory Conditions for Acquisition of i3 Energy Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

For immediate release

CALGARY, Alberta, Aug. 27, 2024 (GLOBE NEWSWIRE) --

Recommended And Final* Cash And Share Acquisition

of

i3 Energy Plc ("i3 Energy")
by
Gran Tierra Energy Inc. ("Gran Tierra")

to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006

27 August 2024

Update on Regulatory Conditions

On 19 August 2024, the boards of directors of i3 Energy and Gran Tierra announced pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "2.7 Announcement") that they had reached agreement on the terms of a recommended and final* cash and share offer by Gran Tierra for i3 Energy pursuant to which Gran Tierra will acquire the entire issued and to be issued share capital of i3 Energy (the "Acquisition"), intended to be effected by means of a Court-sanctioned scheme of arrangement between i3 Energy and i3 Energy Shareholders under Part 26 of the Companies Act (the "Scheme").

Capitalised terms used but not defined in this announcement have the meaning given to them in the 2.7 Announcement, unless the context requires otherwise.

Gran Tierra and i3 Energy are pleased to announce that the advance ruling certificate in respect of the Acquisition under the Competition Act (Canada) has been obtained. As a result, Condition 3(e)(ii) as set out in Part A of Appendix 1 of the 2.7 Announcement has now been satisfied.

The Acquisition will remain subject to certain other Conditions, the approval of the Scheme by the i3 Energy Shareholders, the sanction of the Scheme by the Court, the satisfaction of the NSTA Condition, the Minority Shareholder Protection Condition and the approval of the TSX. The full terms and conditions of the Acquisition will be set out in the Scheme Document which, together with the Forms of Proxy and Forms of Election (and/or where required, Letters of Transmittal) in relation to the Mix and Match Facility, is expected to be published as soon as practicable and in any event within 28 days of the date of the Rule 2.7 Announcement (or such later date as may be agreed by Gran Tierra and i3 Energy with the consent of the Panel).   A further announcement will be made as soon as an update is available on satisfaction of the remaining conditions.