Gran Tierra sells the oil that pays its bills

Gran Tierra Energy pumps and sells oil. It is run out of Calgary. Its shares trade in New York, Toronto and London. Most of its oil comes from Colombia and Ecuador. It has smaller operations in Canada and Azerbaijan. In the first six months of 2026 it sold $359.2 million of oil and gas. The business it is selling brought in $303.2 million of that. It lost $94.3 million over those six months. [C5][C5] Unaudited Pro Forma Consolidated Statement of Operations, six months ended June 30, 2026, page 72OIL, NATURAL GAS AND NGL SALES 359,238 (303,169) — 56,069 ... NET (LOSS) INCOME (94,311) 23,330 64,308 (6,673)Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm

A Gran Tierra unit signed the deal on August 5, 2026. The buyer is Maurel & Prom Andina, a French firm. [C7][C7] Letter to StockholdersOn August 5, 2026, Gran Tierra entered into a Share Sale and Purchase Agreement (as it may be amended from time to time in accordance with its terms, the"Share Purchase Agreement") with Gran Tierra Energy International Holdings GmbH, a company organized and existing under the laws of Switzerland ("Seller") and an indirect wholly owned subsidiary of Gran Tierra, Maurel & Prom Andina S.A.S., a company organized and existing under the laws of France ("Purchaser"), and tablissements Maurel et Prom S.A., a company organized and existing under the laws of France, as guarantor of Purchaser's obligations thereunder ("Purchaser Guarantor")Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm It paid a $50 million deposit that day. [C8][C8] Summary — Deposit; Forfeiture of Deposit, page 6As security for Purchaser's performance of its obligations under the Share Purchase Agreement, on the signing of the Share Purchase Agreement, Purchaser paid a $50 million deposit to Seller (the "Deposit").Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm The board backed the deal with no vote against. Its bank had told the board the price was fair. The paper filed on September 15, 2026 asks shareholders to say yes. [C6][C6] Letter to Stockholders and Opinion of Gran Tierra's Financial Advisor, page 40Gran Tierra's Board of Directors has unanimously approved the Share Purchase Agreement and the transactions contemplated thereby, including the Sale, which are more fully described in the Proxy Statement, and recommended that its stockholders approve the Share Purchase Agreement and the transactions contemplated thereby, including the Sale.Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm

The buyer's base payment is $1.265 billion. Out of that comes the debt the buyer takes on. So does a prepayment facility, the cost of retiring some old notes, and the fees. What is left for Gran Tierra is about $315 million. About $250 million shows up on closing day. The last $65 million is a note, paid a year later. [C1][C1] The Share Sale and Purchase Agreement — Consideration, page 57Pursuant to the terms of the Share Purchase Agreement, the base consideration to be paid by Purchaser in the Sale is $1.265 billion in cash (the "Base Consideration"), subject to closing adjustments. After the assumption by the Purchaser of the Transferring Bonds and the Pre-Payment Facility, customary closing adjustments, working capital adjustments, redemption by Gran Tierra of the 2027 Notes, and transaction costs, Seller is expected to have total net cash proceeds of approximately $315 million (the "Net Cash Proceeds"). Of this total, Seller will have approximately $250 million in cash at Completion, and the remaining $65 million will be payable 364 days thereafter pursuant to an unsecured note issued by the Company.Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm

There is a second limit the headline hides. The cash the buyer hands over on closing day cannot go above $300 million. That figure includes the deposit it already paid. Anything owed above that becomes a second note. It comes due two years after closing. [C9][C9] Background of the Sale, page 33the amount payable by Maurel & Prom at Completion would not exceed $300 million (including the amount of the Deposit); any amount still owing to Gran Tierra above $300 million would be paid to Gran Tierra by means of a second interest bearing note, issued by the Company to Gran Tierra, payable to Gran Tierra on the date falling two years after the Completion dateGran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm

The money is there to pay off borrowings. Gran Tierra says it will use it to wipe out almost all its debt. The rest goes into Canada and Azerbaijan. [C11][C11] Proposal No. 1 — The Sale Proposal — Use of Proceeds, page 40Gran Tierra intends to use the net proceeds from the Sale to substantially eliminate its remaining outstanding debt and to make strategic investments in Canada and Azerbaijan. The Board intends to work with its financial advisors to determine the best use of the remaining proceeds to increase stockholder value while continuing to evaluate strategic alternatives.Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm Its own figures show the result. Long-term debt drops from $551.8 million to $3.8 million. The part due within a year drops to nothing. Cash rises from $126.7 million to $271.7 million. [C10][C10] Pro Forma Statement of Financial Position as at June 30, 2026, page 70Cash and cash equivalents 126,728 250,538 (105,569) (a)(b)(c) 271,697 ... Current Portion of Long-Term Debt 45,717 (45,717) - (a)(b) - ... Long-Term Debt 551,812 (548,027) - (a) 3,785Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm

The business left behind is small. It does not make money. On the same basis, six months of sales fall from $359.2 million to $56.1 million. The company still shows a loss of $6.7 million for those months. For the whole of 2025 the loss works out at $65.2 million. [C5][C5] Unaudited Pro Forma Consolidated Statement of Operations, six months ended June 30, 2026, page 72OIL, NATURAL GAS AND NGL SALES 359,238 (303,169) — 56,069 ... NET (LOSS) INCOME (94,311) 23,330 64,308 (6,673)Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm [C12][C12] Pro Forma Consolidated Statement of Operations, year ended December 31, 2025, page 73OIL, NATURAL GAS AND NGL SALES 596,713 (481,020) — 115,693 ... NET (LOSS) INCOME (193,119) 40,288 87,643 (65,188)Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm

The deposit does not protect shareholders from their own vote. If they turn the deal down, Gran Tierra hands the $50 million back. [C13][C13] Summary — Deposit; Forfeiture of Deposit, page 6Seller will not, however, be entitled to retain the Deposit if the termination arises out of a failure to obtain the Sale Required Stockholder Approval or any other failure directly attributable to Gran Tierra or its subsidiaries.Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm

Regulators in Colombia and Ecuador have not signed off. Neither side agreed to change the deal or cut the price to win them over. [C14][C14] Risk Factors — Risks Related to the Sale, page 21Neither party has agreed to a general right to modify the Sale, retain assets or reduce the purchase price in order to obtain regulatory approvals or to complete the Sale. If the conditions set forth in the Share Purchase Agreement are not satisfied (or waived) by the longstop date specified in the Share Purchase Agreement, either party may terminate the Sale. In the specific case where the Colombian regulatory conditions are satisfied but the Ecuadorian regulatory conditions are not, the parties have agreed to discuss in good faith whether to proceed with a transaction limited to the Colombia Assets on terms substantially consistent with those in the Share Purchase Agreement, but neither party is obligated to agree to any such alternative transaction.Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm

Say Colombia clears and Ecuador does not. The two sides have only agreed to talk. Neither one has to accept a Colombia-only deal. [C14][C14] Risk Factors — Risks Related to the Sale, page 21Neither party has agreed to a general right to modify the Sale, retain assets or reduce the purchase price in order to obtain regulatory approvals or to complete the Sale. If the conditions set forth in the Share Purchase Agreement are not satisfied (or waived) by the longstop date specified in the Share Purchase Agreement, either party may terminate the Sale. In the specific case where the Colombian regulatory conditions are satisfied but the Ecuadorian regulatory conditions are not, the parties have agreed to discuss in good faith whether to proceed with a transaction limited to the Colombia Assets on terms substantially consistent with those in the Share Purchase Agreement, but neither party is obligated to agree to any such alternative transaction.Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm

The final price is not fixed. It moves with working capital, assumed debt and other adjustments. Those are settled after the deal closes. [C15][C15] Letter to Stockholdersfor total consideration of approximately $1.33 billion (the "Consideration") (consisting of, among other things, cash, the assumption of debt and a pre-payment facility and the assumption of a note payable 364 days from completion of the Sale (as defined below) (the "GTECI Note") and subject to adjustment as described in the Share Purchase Agreement)Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm

The board has not said what it will do with the cash left over. It says it is still weighing its choices. [C11][C11] Proposal No. 1 — The Sale Proposal — Use of Proceeds, page 40Gran Tierra intends to use the net proceeds from the Sale to substantially eliminate its remaining outstanding debt and to make strategic investments in Canada and Azerbaijan. The Board intends to work with its financial advisors to determine the best use of the remaining proceeds to increase stockholder value while continuing to evaluate strategic alternatives.Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm

Gran Tierra gives no closing date. It expects late 2026 or the first half of 2027. The last day either side has to wait is August 5, 2027. [C16][C16] Questions and Answers About the Sale and the Special Meeting, page 12We expect Completion of the Sale to occur in the second half of 2026 or first half of 2027, following the satisfaction or waiver of the last of the conditions to Completion (including receipt of the Sale Required Stockholder Approval).Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm [C17][C17] The Share Sale and Purchase Agreement — Sale and Purchase of the Shares, page 57Subject to satisfaction or waiver, if applicable, of the conditions discussed in this Proxy Statement, which includes the approval of the Sale Proposal at the Special Meeting, Completion is targeted to occur no later than August 5, 2027, with an economic effective date of April 1, 2026.Gran Tierra Energy Inc. definitive merger proxy statement, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1273441/000119312526391062/d146918ddefm14a.htm