Gran Tierra Energy Shareholders Approve $1.33B Colombia, Ecuador Sale

Key Points

• Gran Tierra shareholders approved the $1.33 billion sale of the company’s Colombia and Ecuador operations to Maurel & Prom, with approximately 99.8% of votes cast in favor. Regulatory approvals remain outstanding, and closing is targeted before the end of 2026.
• The transaction-related executive compensation proposal failed in the advisory vote, receiving support from only about 49.3% of shares voted. Gran Tierra expects to become debt-free after closing, potentially saving roughly $80 million annually in interest expense.
• After the sale, Gran Tierra plans to focus on its Canadian assets and its 65%-owned Azerbaijan exploration project, while considering a post-closing share buyback and using remaining capital for production growth and development.

Stockholders of Gran Tierra Energy TSE: GTE approved the company’s proposed sale of its Colombian and Ecuadorian businesses, while an advisory vote on transaction-related executive compensation did not receive sufficient support.

At a special meeting, preliminary results showed that approximately 99.8% of shares voted supported the sale proposal. The transaction requires the approval of a majority of all outstanding shares entitled to vote, and the company said the proposal had been approved, subject to final tabulation by the inspector of election.

The approved proposal covers the share purchase agreement dated Aug. 5, 2026, including the sale by Gran Tierra Energy International Holdings GmbH of all issued and outstanding interests in Gran Tierra Energy CI GmbH to Maurel & Prom Adena S.A.S. The transaction concerns the disposition of Gran Tierra’s operations in Colombia and Ecuador.

Proxies representing 19.39 million shares were received out of 35.38 million shares outstanding and eligible to vote as of the record date, representing approximately 54.81% of eligible shares. The company said final voting results will be reported in a Form 8-K within four business days of the meeting.

Compensation Vote Falls Short

Stockholders did not approve, on an advisory and non-binding basis, compensation that could be paid or provided to Gran Tierra’s named executive officers in connection with the sale. The compensation proposal received support from approximately 49.3% of shares voted.

Meanwhile, the proposal allowing the company to adjourn the meeting, if necessary, to solicit additional proxies for the sale proposal received approximately 99.6% support and was approved, subject to final tabulation.

Closing Targeted Before Year-End

Following the formal meeting, President and CEO Gary Guidry said three of five transaction milestones had been completed. Gran Tierra’s board unanimously approved the agreement on Aug. 4, bondholder consent was obtained on Sept. 22, and stockholders approved the transaction at the special meeting.

Guidry said regulatory approvals in Colombia and Ecuador remain outstanding but are advancing. Gran Tierra is targeting closing before the end of 2026, while the transaction’s effective date remains April 1, 2026.

According to Guidry, the transaction represents $1.33 billion in enterprise value, subject to adjustment. Gran Tierra expects about $315 million in net cash, including $250 million at closing and an additional $65 million to be received within one year. Maurel & Prom is expected to assume the company’s notes at closing.

Guidry said the company expects to become debt-free after closing, which it estimates would save about $80 million annually in interest expense. Gran Tierra also intends to pursue a share buyback conditional on closing, with the board to determine and announce the terms separately. The company said remaining funds would be maintained to support its Canada and Azerbaijan operations, alongside an undrawn $75 million credit facility.

Focus Shifts to Canada and Azerbaijan

Guidry said Gran Tierra’s post-closing strategy will center on its Canadian producing assets and an exploration and development production-sharing agreement in Azerbaijan. He cited Canada and Azerbaijan as meeting the company’s criteria for a proven hydrocarbon basin, available export infrastructure, growth opportunities, political and contractual stability, and competitive fiscal terms.

In Azerbaijan, Gran Tierra has a 65% interest and serves as operator under its agreement with SOCAR, which holds the remaining 35%. The agreement was ratified by Azerbaijan’s parliament, Guidry said. It includes a five-year exploration term, 25 years of production, and an option for a further five-year extension from discovery and development.

The company plans to target both oil and natural gas and outlined a work program involving 250 square kilometers of 3D seismic and two wells in each phase, with the second phase at Gran Tierra’s election. Guidry highlighted Azerbaijan’s established oil and gas export infrastructure, including pipelines serving Mediterranean, Black Sea and European markets.

In Canada, Guidry said Gran Tierra will have four core Alberta areas after the Colombia and Ecuador transaction closes: Central, Wapiti, Clearwater and Mount Head. He described Central as the largest area, producing about 9,500 barrels of oil equivalent per day, while Wapiti produces about 2,200 barrels of oil per day. Clearwater was described as a heavy-oil play producing about 300 barrels per day, and Mount Head as a newly acquired light-oil exploration land position.

Guidry said the company expects its available capital to support short-cycle production growth in Canada as well as longer-life exploration and development activities in Azerbaijan.

About Gran Tierra Energy (TSE:GTE)

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.

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