Gran Tierra Energy Inc. press release

Gran Tierra Energy Inc. Announces Agreement to Sell its Colombia and Ecuador Business to Maurel & Prom and Reposition the Company for Fully Financed Growth

2026-08-05

NYSE - New York Stock Exchange · Oil · Natural Gas · Natural Gas Liquids · Canada · M&A / Asset Transactions

Sale of the Company’s Colombia and Ecuador Oil Business, Representing All of Its South American Assets, to Maurel & Prom Representing a Total Consideration of $1.33 Billion Continuing Company to Have an Estimated Pro-Forma PDP Net Asset Value (NPV10 BT) of Approximately $12.49 per Share (fully diluted), Representing a Premium of Approximately 83% to Gran Tierra’s 20-Day Volume Weighted Average Price Purchaser to Assume Substantially All of the Company’s Net Liabilities, Positioning Gran Tierra to be Debt-Free with Significant Cash at Completion Supports a Meaningful Return of Capital to Stockholders and Repositions Gran Tierra Around Fully Financed Growth Plans in Canada and Azerbaijan

CALGARY, Alberta, Aug. 05, 2026 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc. (“Gran Tierra”or the “Company”) (NYSE American:GTE) (TSX:GTE) (LSE:GTE)today announced that it has entered into a definitive share sale and purchase agreement (the “Agreement”) to sell its oil business in Colombia and Ecuador (collectively, the “Divested Business”) to Établissements Maurel & Prom S.A. (“Maurel & Prom”or the “Purchaser”), a Paris-listed international oil and natural gas exploration and production company majority owned by PT Pertamina Internasional Eksplorasi dan Produksi (“PIEP”), a subsidiary of Indonesia’s national energy company, PT Pertamina (Persero) (“Pertamina”), representing a total consideration of $1.33 billion (the “Transaction”). All dollar amounts are in United States dollars unless otherwise stated.

Highlights and Key Terms of the Transaction

The Transaction values the Divested Business at a total enterprise value of $1.33 billion. This figure includes the assumption by the Purchaser of the Company’s 9.750% Senior Secured Amortizing Notes due 2031 (the “2031 Notes”) and 9.500% Senior Notes due 2029 (the “2029 Notes” and, together with the 2031 Notes, the “Assumed Notes”), as well as the prepayment facility (the “Prepayment Agreement”). After the assumption of substantially all liabilities, customary closing adjustments, working capital adjustments, redemption by the Company of its 7.750% Senior Notes due 2027 (the “2027 Notes”), and transaction costs, the Company is expected to have total net cash proceeds of approximately $315 million (the “Net Cash Proceeds”) of this total, the Company will have approximately $250 million in cash at closing, and the remaining $65 million will be payable 364 days thereafter pursuant to an unsecured note issued by the Divested Business. The Divested Business comprises all of the Company’s assets in Colombia and Ecuador.

The Transaction has been unanimously approved by Gran Tierra’s Board of Directors and is subject to the approval of Gran Tierra’s stockholders, the receipt of the requisite consents from certain creditors and the prepayment buyers under the Prepayment Agreement and customary regulatory approvals in Colombia and Ecuador, and the satisfaction of other closing conditions. Subject to satisfaction of these conditions, the Transaction is targeted to close on or about December 31, 2026, with an economic effective date of March 31, 2026.

The Divested Business represents approximately 29,000 barrels of oil per day of first half 2026 average working-interest production (before royalties), approximately 144 million barrels (MMbbl) of proved-plus-probable (2P) reserves (derived from the GTE McDaniel Reserves Report and before attributing reserves associated with the Tisquirama assets acquired in the first quarter of 2026), and approximately 1.4 million gross acres across Colombia and Ecuador. See “_Presentation of Oil and Gas Information_”.

A portion of the Net Cash Proceeds is expected to be used to return capital to stockholders through a repurchase of the Company’s outstanding common shares (the “Share Repurchase”), the structure, size and terms of which will be determined by the Board of Directors and announced separately, with the balance retained to fund the Company’s Canadian and Azerbaijan programs and for general corporate purposes.

“Gran Tierra’s agreement to divest of our Colombia and Ecuador business realizes the significant value we have created in these assets and marks a deliberate repositioning of the Company, which began in 2024 with the acquisition of the Canadian assets followed by the signing of an exploration, development and production sharing agreement (“EDPSA”) for the onshore Guba-Khazaryani region within the Republic of Azerbaijan. The Transaction transfers our South American business and substantially all of our net liabilities to Maurel & Prom, leaving Gran Tierra debt-free with significant liquidity, including approximately $250 million in cash on close, zero debt, a $65 million note receivable due in less than a year and an undrawn $75 million (CAD) credit facility. That balance sheet strength allows us to potentially return a meaningful amount of capital to stockholders and accelerate the development of our retained assets. It simplifies our capital and cost structures, eliminating substantial interest costs, while maintaining a robust reserve and resource base with significant value upside for stockholders. We are excited about the future of our continuing business and grateful to our employees, partners, and the governments and host communities in Colombia and Ecuador. We believe Maurel & Prom is well positioned to be a strong long-term steward of the Colombia and Ecuador business,” said Gary Guidry, President and Chief Executive Officer of Gran Tierra.

Strategic Rationale

Attractive valuation of the Divested Business

The total consideration represents $1.33 billion which aligns to an after-tax net present value (discounted at 10%) of the Divested Business’s proved-plus-probable (2P) reserves of approximately $1.37 billion, as derived from the GTE McDaniel Reserves Report.

Implied transaction metrics equate to approximately $45,900 per barrel of oil equivalent (“boe”) per day (“boe/d”)1and 4.3x EV / LTM Adjusted EBITDA2, and $9.24 per boe of proved-plus-probable (2P) reserves3.

Opportunity to redefine the Company’s strategic priorities

The Transaction is the result of Gran Tierra’s continuous strategic portfolio review and results in a step-change in the Company’s financial position and provides stockholders with a fully funded growth vehicle. Following closing, Gran Tierra intends to concentrate its capital on its retained assets, which the Company believes offer the most attractive risk-adjusted returns and the clearest path to sustainable free cash flow growth.

In Azerbaijan, Gran Tierra has signed an EDPSA for the onshore Guba-Khazaryani region, an established hydrocarbon province with major discoveries and existing export infrastructure. The EDPSA provides for a 65% working interest in, and operatorship of, the contract area, a five-year exploration and appraisal period, and a 25-year development period for any economic discoveries, with the potential to extend development by an additional five years. See the Company’s press release dated February 19, 2026 announcing the EDPSA, available on SEDAR+ at www.sedarplus.ca.

Pro-forma net asset value represents a meaningful premium to the 20-day volume weighted average share price

On a pro-forma basis, Gran Tierra expects to retain production of approximately 12,000 to 13,000 boepd, over 500,000 net acres, 2P reserves of approximately 86 million boe (“MMBOE”)4, 80 MMBOE unrisked gross best-estimate (2C) contingent resources and 67 MMBOE unrisked gross best-estimate (P50) prospective resources, derived from the GTE McDaniel Contingent Resources Report and the GTE McDaniel Prospective Resources Report, respectively, and as at June 30, 2026. The Company estimates a pro-forma proved-developed-producing (“PDP”) net asset value (NPV10 BT) of approximately $12.49 per share. This estimate reflects approximately $315 million of Net Cash Proceeds, including proceeds from a $65 million note receivable due 364 days post-closing, together with approximately $165 million of before-tax net present value (discounted at 10%) of PDP reserves in Canada (GTE McDaniel Reserves Report), for aggregate net asset value of approximately $480 million across approximately 38.4 million common shares outstanding on a fully diluted basis. This pro-forma net asset value excludes any value attributed to upside development across the retained portfolio, including the Company’s Canadian contingent and prospective resources and its exploration interests in Azerbaijan, and represents a premium of approximately 83% to the Company’s 20-day volume weighted average price of $6.825per share. The Net Cash Proceeds alone equate to approximately $8.21 per share, a premium of approximately 20% to that price and before ascribing any value to the Company’s retained assets.

Return of capital to stockholders

The Transaction positions the Company to deliver significant value to stockholders through the potential Share Repurchase. By repurchasing and canceling a number of its outstanding common shares, the Company expects to provide stockholders seeking liquidity with a tax-efficient opportunity to monetize a portion of their investment while enhancing per-share value for continuing stockholders.

Any contemplated Share Repurchase is conditional on the closing of the Transaction and the receipt of the stockholder approval described above. If such stockholder approval is not obtained, the Company will not be able to proceed with the Share Repurchase as described, and the amount, nature and timing of any alternative return of capital to stockholders would need to be reconsidered and redetermined by the Company.

Improved indebtedness and liquidity position to take advantage of future opportunities

Through the Purchaser’s assumption of substantially all of the Company’s net liabilities, together with the Company’s redemption of its remaining 2027 Notes with a portion of the proceeds from the Transaction, the continuing company is expected to be debt-free with a strong cash position, more than sufficient to fund its ongoing growth-oriented business plan. The continuing company also expects to retain its undrawn Canadian credit facility, which provides approximately $75 million (CAD) of available capacity, further supporting its liquidity. This position will provide financial flexibility to pursue future opportunities as they arise.

The Transaction also materially reduces the Company’s corporate burden. Following closing, Gran Tierra expects to eliminate substantially all of its interest costs, resulting in estimated annual savings of approximately $80 million of interest expense.

Divested Business remains well positioned under Maurel & Prom ownership

Under Maurel & Prom’s ownership, the Divested Business is expected to benefit from the backing of a well-capitalized international operator with significant financial resources, strong operational capabilities and an experienced management team with an established presence in Colombia. Maurel & Prom is a Euronext Paris-listed upstream operator with a market capitalization of approximately $1.9 billion, 72.65% owned by the international upstream arm of Pertamina (Baa2/BBB/BBB), Indonesia's state-owned energy company. Pertamina reported revenue of approximately $71 billion and production in excess of one million barrels of oil equivalent per day for the year ended December 31, 2025.

According to public disclosures, Maurel & Prom reported a positive net cash position of $257 million as at 30 June 2026. Immediately available bank liquidity amounted to $500 million, comprising $370 million in cash and $130 million in undrawn revolving credit facility. In addition, the Group has access to a further $100 million undrawn shareholder loan. On 10 July 2026, the Group signed an agreement with its banking syndicate to refinance its existing bank debt. The agreement provides for a new $465 million, five-year facility, comprising a $300 million term loan and a $165 million revolving credit facility. The refinancing is expected to generate approximately $250 million of additional liquidity. Satisfaction of the conditions precedent required for completion of the refinancing is expected by early October 2026. Maurel & Prom also maintains an established operating presence in Colombia, where it is currently executing a drilling campaign on the Sinú-9 block.

The Company believes the Transaction is strategically significant for Maurel & Prom, materially increasing its working-interest production and establishing Colombia and Ecuador as a core pillar of its portfolio. The Company further believes that Maurel & Prom's technical expertise, operational track record, financial strength, access to capital and long-term commitment to the region position the Divested Business for continued investment and development, while supporting continuity for employees, partners and host communities.

Additional Transaction Terms

Conditions to Closing: Completion of the Transaction is conditioned upon, among other things: (i) approval by Gran Tierra’s stockholders at a special meeting expected to be held in the third quarter of 2026; (ii) receipt of the requisite consents from certain creditors and the prepayment buyers under the Prepayment Agreement to the assumption of, and release of the Company from, the 2031 Notes and the Prepayment Agreement; (iii) regulatory approvals in Colombia, including from the Superintendence of Industry and Commerce of Colombia (“SIC”) and the Agencia Nacional de Hidrocarburos(“ANH”), and in Ecuador, including approvals from the relevant Ministry and hydrocarbons regulator and customary antitrust approvals; and (iv) other customary conditions. The satisfaction of these conditions will determine the closing date. Termination and Break Fee: The Agreement contains customary termination rights and provides for a mutual break fee of $50 million. The break fee is payable by the Company to the Purchaser in specified circumstances, including if the Agreement is terminated in connection with a superior proposal, and is payable by the Purchaser to the Company in specified circumstances. The Agreement includes representations and warranties, conditions and covenants of the parties typical for transactions of this nature, including a non-solicitation covenant on the part of Gran Tierra, subject to a customary fiduciary-out provision, and a right of the Purchaser to match any superior proposal.

Advisors

BofA Securities Inc. is acting as lead financial advisor to Gran Tierra and rendered a fairness opinion to the Gran Tierra Board of Directors. RBC Capital Markets also is acting as financial advisor to Gran Tierra, and Bracewell LLP is acting as legal counsel to Gran Tierra. Herbert Smith Freehills Kramer LLP is acting as legal counsel to the Purchaser.

Contact Information

For investor and media inquiries please contact: Gary Guidry, Chief Executive Officer Ryan Ellson, Executive Vice President & Chief Financial Officer +1-403-265-3221 info@grantierra.com

About Gran Tierra Energy Inc.

Gran Tierra Energy Inc., together with its subsidiaries, is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia, Ecuador and Azerbaijan. Upon completion of the Transaction described in this press release, the Company’s producing operations will be focused on Canada, and the Company will continue to pursue its exploration interests in Azerbaijan and additional new growth opportunities that would further strengthen the Company’s portfolio. The Company’s common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Additional information concerning Gran Tierra is available at www.grantierra.com. Except to the extent expressly stated otherwise, information on the Company’s website or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this press release. Investor inquiries may be directed to info@grantierra.com or (403) 265-3221.

Gran Tierra’s filings with the U.S. Securities and Exchange Commission (the “SEC”) are available on the SEC website at http://www.sec.gov. Gran Tierra’s Canadian securities regulatory filings are available on SEDAR+ at http://www.sedarplus.ca and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Forward Looking Statements and Legal Advisories:

This press release contains opinions, forecasts, projections, and other statements about future events or results that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and financial outlook and forward looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”), which can be identified by such terms as “expect,” “plan,” “can,” “will,” “should,” “guidance,” “estimate,” “forecast,” “intend,” “anticipate,” “believes,” and “remains subject to,” derivations thereof and similar terms are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding the anticipated benefits of the Transaction; the satisfaction of the conditions precedent to, and the timing of the completion of, the Transaction, including the receipt of stockholder approval, the requisite consents of the holders of the 2031 Notes and the prepayment buyers under the Prepayment Agreement, and regulatory approvals in Colombia and Ecuador; the total and net consideration to be received, the amount and timing of cash to be received by the Company at and following closing, including the deferred amount, and any purchase-price adjustments or contingent payments; the expected closing date of the Transaction; the Purchaser’s assumption of the Assumed Notes and the Prepayment Agreement and the related reduction of the Company’s net debt; the intended use of Net Cash Proceeds, including the anticipated return of capital to stockholders and the structure, size, terms, timing and completion of a share repurchase; the Company’s pro-forma production, reserves, leverage and capital-allocation plans following completion of the Transaction; the Company’s strategy and growth plans in Canada and Azerbaijan.

Statements relating to “reserves” and “resources” are also deemed to be forward-looking statements, as they involve the implied assessments, based on certain estimates and assumptions, including that the reserves and resources described can be profitably produced in the future, and in the case of resources, whether such resources will ultimately be discovered and commercially developed. These statements are subject to risks and uncertainties.

The forward-looking statements contained in this press release reflect several material factors and expectations and assumptions of Gran Tierra including, without limitation, that Gran Tierra will obtain stockholder approval, the requisite consents of the holders of the 2031 Notes and the prepayment buyers under the Prepayment Agreement and the required regulatory approvals and satisfy the other conditions precedent to the completion of the Transaction on the anticipated timeline or at all; that the Company will realize the anticipated benefits and use of proceeds of the Transaction, including the completion of a share repurchase; that Gran Tierra will continue to conduct its operations in a manner consistent with its current expectations; the accuracy of testing and production results and seismic data; pricing and cost estimates (including with respect to commodity pricing and exchange rates); rig availability; and the general continuance of current or, where applicable, assumed operational, regulatory and industry conditions in Canada, Colombia, Ecuador and Azerbaijan and areas of potential expansion, and the ability of Gran Tierra to execute its business and operational plans in the manner currently planned. Gran Tierra believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time, but no assurance can be given that these factors, expectations and assumptions will prove to be correct.