GTE Gran Tierra Energy Inc

Item 1.01 Entry into a Material Definitive Agreement.

On February 13, 2017, Gran Tierra Energy Inc. (the “Company”), Gran Tierra Energy International Holdings Ltd., as borrower, the Bank of Nova Scotia, as administrative agent, and the lenders party thereto entered into the Fifth Amendment to the Credit Agreement (the “Fifth Amendment”). The Fifth Amendment amends the Credit Agreement, dated as of September 18, 2015, by and among the Company, Gran Tierra Energy International Holdings Ltd., the Bank of Nova Scotia, and the lenders party thereto (as amended, the “Credit Agreement”). The Fifth Amendment, among other things, (i) provides for the repurchase for cancellation by the Company of up to an aggregate of $35 million of the Company’s issued and outstanding shares of common stock through the normal course issuer bid made on February 8, 2017 and (ii) provides for the sale or disposition of certain property.

From time to time, the agents, arrangers, book runners and lenders under the Credit Agreement and their affiliates have provided, and may provide in the future, investment banking, commercial lending, hedging and financial advisory services to the Company and its affiliates in the ordinary course of business, for which they have received, or may in the future receive, customary fees and commissions for these transactions.

The foregoing description of the Fifth Amendment is not complete and is qualified by reference to the full text of the Fifth Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.