- 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

Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE) (TSX:GTE) (LSE:GTE) 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”)1 and 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.

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 $6.825 per 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.

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.

A propos de Maurel & Prom

Maurel & Prom (M&P) est une entreprise cotée sur Euronext et spécialisée dans l’exploration et la production d’hydrocarbures.
S’appuyant sur une histoire de près de deux siècles, Maurel & Prom dispose, tant en son siège à Paris que dans ses filiales, d’une solide compétence technique et d’une longue expérience opérationnelle, notamment en Afrique. Le Groupe détient un portefeuille d’actifs à fort potentiel centré sur l’Afrique et l’Amérique latine, composé à la fois d’actifs en production et d’opportunités en phase d’exploration ou d’appréciation.
Maurel & Prom dispose en outre du soutien financier de son actionnaire ajoritaire, l’entreprise nationale pétrolière indonésienne Pertamina.