GRAN TIERRA ENERGY INC

Condensed Consolidated Statements of Operations (Unaudited)

(Thousands of U.S. Dollars, Except for Share and Per Share Amounts)

Condensed Consolidated Balance Sheets (Unaudited)

(Thousands of U.S. Dollars, Except for Share Amounts)

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Thousands of U.S. Dollars)

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(Thousands of U.S. Dollars)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Expressed in U.S. Dollars, unless otherwise indicated)

1. Description of Business

Gran Tierra Energy Inc. a Delaware corporation (the “Company” or “Gran Tierra”), is a publicly traded company focused on international oil and natural gas exploration and production with assets currently in Colombia and Ecuador.

2. Significant Accounting Policies

These interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The information furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of results for the interim periods.

The note disclosure requirements of annual audited consolidated financial statements provide additional disclosures required for interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as at and for the year ended December 31, 2023, included in the Company’s 2023 Annual Report on Form 10-K.

The Company’s significant accounting policies are described in Note 2 of the consolidated financial statements, which are included in the Company’s 2023 Annual Report on Form 10-K and are the same policies followed in these interim unaudited condensed consolidated financial statements. The Company has evaluated all subsequent events to the date these interim unaudited condensed consolidated financial statements were issued.

3. Taxes Receivable

The table below shows the break-down of taxes receivable, which are comprised of value added tax (“VAT”) and income tax receivables and payables:

The following table shows the movement of VAT and income tax receivables and payables for the period identified below:

(1)VAT is paid on certain goods and services and collected on sales in Colombia at a rate of 19%

4. Property, Plant and Equipment

(1) The “other” category includes right-of-use assets for operating and finance leases of $62.2 million, which had a net book value of $34.5 million as at June 30, 2024 (December 31, 2023 - $53.3 million, which had a net book value of $32.4 million).

During the three months ended June 30, 2024, the Company entered into an operating lease contract related to an office lease in Ecuador andtwo finance lease contracts related to power generation equipment and capitalized right-of-use assets of $0.5 million and $1.2 million, respectively, in relation to these contracts.

During the six months ended June 30, 2024, the Company entered into an operating lease contract andfive finance lease contracts related to power generation and safety equipment and capitalized right-of-use assets of $0.5 million and $7.3 million, respectively, in relation to these contracts.

For the three and six months ended June 30, 2024 and 2023, the Company had no ceiling test impairment losses. The Company used a 12-month unweighted average of the first-day-of the month Brent price prior to the ending date of the periods June 30, 2024 and 2023 of$82.47 and$88.52 per bbl, respectively, for the purpose of the ceiling test calculations.

5. Debt and Debt Issuance Costs

The Company’s debt as at June 30, 2024, and December 31, 2023, was as follows:

(1)The current portion of the lease obligation has been included in accounts payable and accrued liabilities on the Company’s balance sheet and totaled $14.5 million as at June 30, 2024 (December 31, 2023 - $12.1 million).

Credit Facility

As at December 31, 2023, the Company had a $36.4 million balance outstanding under the Company’s credit facility. On February 6, 2024, the outstanding balance under the credit facility of $36.4 million was fully re-paid and the credit facility was terminated.

Senior Notes

On February 6, 2024, the Company issued an additional $100.0 million of 9.50% Senior Notes due October 2029 (the “new 9.50% Senior Notes”), and received cash proceeds of $88.0 million. The new 9.50% Senior Notes have the same terms and provisions as the previously issued $487.6 million 9.50% Senior Notes except for the issue price. The new 9.50% Senior Notes accrue interest from October 20, 2023, the date of issuance of previously issued 9.50% Senior Notes. The Company received a cash payment of $2.8 million related to the accrued interest of the new 9.50% Senior Notes.

Leases

During the three months ended June 30, 2024, the Company recorded an operating lease of $0.5 million andtwo finance leases of $1.2 million. The operating lease has a 5-year term and a discount rate of 11.4% and the finance leases have a 2-year term and a weighted average discount rate of 9.6%.

During the six months ended June 30, 2024, the Company recordedone operating lease of $0.5 million andfive finance leases of $7.3 million. The finance leases have a lease term ranging fromtwo tothree years and a weighted average discount rate of 9.6%.

Interest Expense

The following table presents the total interest expense recognized in the accompanying interim unaudited condensed consolidated statements of operations:

6. Share Capital

During the year ended December 31, 2023, the Company implemented a share re-purchase program (the “2023 Program”) through the facilities of the Toronto Stock Exchange (“TSX”), the NYSE American (the “NYSE”) and eligible alternative trading platforms in Canada or the United States. Under the 2023 Program, the Company is able to purchase at prevailing market prices up to 3,234,914 shares of Common Stock, representing approximately 10% of the public float as of October 20, 2023. The 2023 Program will expire on November 2, 2024, or earlier if the 10% maximum is reached.

During the three and six months ended June 30, 2024, the Company re-purchased 404,314 and 1,290,980 shares at a weighted average price of $9.20 and $6.71 per share (three and six months ended June 30, 2023 -20,439 and 1,328,650 shares under the 2022 program at a weighted average price of $5.27 and $8.15 per share), respectively. As of June 30, 2024, the Company cancelled 28,612 shares held as treasury shares at December 31, 2023, and cancelled 418,620 and 1,276,674 shares re-purchased during the three and six months ended June 30, 2024, respectively. During the period from October 20, 2023 to July 29, 2024, the Company has re-purchased 2,604,796 shares under the 2023 Program.

Equity Compensation Awards

The following table provides information about performance stock units(“PSUs”), deferred share units (“DSUs”), restricted share units (“RSUs”) and stock option activity for the six months ended June 30, 2024:

On May 1, 2024, the Company amended the settlement terms of all outstanding stock option awards. As of this date, all outstanding stock options are to be net settled in cash resulting in a change in classification of stock options from equity to liability. On May 1, 2024, the Company recorded a liability of $4.4 million and an additional stock-based compensation costs of $0.4 million related to the modification of the stock option plan. As at June 30, 2024, the equity compensation award liability on the Company’s balance sheet included $5.0 million of current liability and $0.4 million of long-term liability related to the Company’s outstanding stock options.

The fair value of each stock option award was estimated on the modification date using the Black-Scholes-Merton option-pricing model based on the assumptions noted in the following table:

For the three and six months ended June 30, 2024, there was $6.2 million and $9.5 million of stock-based compensation expense, respectively. For the three and six months ended June 30, 2023, stock-based compensation expense was $0.3 million and $1.8 million, respectively.

As at June 30, 2024, there was $31.0 million (December 31, 2023 - $8.6 million) of unrecognized compensation costs related to unvested PSUs, RSUs and stock options, which are expected to be recognized over a weighted-average period of 2.1 years. During the six months ended June 30, 2024, the Company paid out $10.4 million for PSUs vested on December 31, 2023 (six months ended June 30, 2023 - $15.1 million for PSUs vested on December 31, 2022).

During the three and six months ended June 30, 2024, the Company awardednil and 0.5 million RSUs to employees pursuant to the existing 2007 Equity Incentive Plan, respectively. Under the 2007 Equity Incentive Plan, RSUs will vest one-third each year over athree-year period. Upon vesting, RSUs entitle the holder to receive either the underlying number of shares of the Company’s Common Stock or a cash payment equal to the value of the underlying shares of the Company’s Common Stock. The Company intends to settle RSUs outstanding as at June 30, 2024, in cash.

Net Income (Loss) per Share

Basic net income or loss per share is calculated by dividing net income or loss attributable to common shareholders by the weighted average number of shares of Common Stock issued and outstanding during each period.

Diluted net income or loss per share is calculated using the treasury stock method for share-based compensation arrangements. The treasury stock method assumes that any proceeds obtained on the exercise of share-based compensation arrangements would be used to purchase shares of Common Stock at the average market price during the period. The weighted average number of shares is then adjusted by the difference between the number of shares issued from the exercise of share-based compensation arrangements and shares re-purchased from the related proceeds. Anti-dilutive shares represent potentially dilutive securities excluded from the computation of diluted income or loss per share as their impact would be anti-dilutive.

Weighted Average Shares Outstanding

For the three and six months ended June 30, 2024 and 2023, all options were excluded from the diluted loss per share calculation as the options were anti-dilutive.

7. Revenue

The Company’s revenues are generated from oil sales at prices that reflect the blended prices received upon shipment by the purchaser at defined sales points or defined by contract relative to ICE Brent and adjusted for Vasconia or Castilla (Colombia sales) or Oriente (Ecuador sales) crude differentials, quality and transportation discounts and premiums each month. For the three and six months ended June 30, 2024,100% of the Company’s revenue resulted from oil sales (three and six months ended June 30, 2023 -100%). During the three and six months ended June 30, 2024, quality and transportation discounts were 15% and 17% of the average ICE Brent price (three and six months ended June 30, 2023 -18% and 20%), respectively.

During the three and six months ended June 30, 2024, the Company’s production was sold primarily to one major customer in Colombia and Ecuador, representing 100% of the total sales volumes (during the three and six months ended June 30, 2023 - one major customer representing 98% of the total sales volumes).

As at June 30, 2024, accounts receivable included $0.1 million accrued sales revenue related to June 2024 production (December 31, 2023 -nil related to December 2023 production).

8. Taxes

The Company’s effective tax rate was 19% for the six months ended June 30, 2024, compared to 145% in the comparative period of 2023.

Current income tax expense was $46.2 million for the six months ended June 30, 2024, compared to $37.4 million in the corresponding period of 2023, primarily due to additional current tax expense related to a tax planning strategy, which was partially offset by a decrease in taxable income.

For the six months ended June 30, 2024, the deferred income tax was a recovery of $37.9 million, primarily as a result of the recognition of additional tax losses resulting from a tax planning strategy, which were partially offset by tax depreciation being higher than accounting depreciation and the use of tax losses to offset taxable income in Colombia.

For the six months ended June 30, 2023, the deferred income tax expense was $29.3 million mainly as a result of tax depreciation being higher than accounting depreciation and the use of tax losses to offset taxable income in Colombia.

For the six months ended June 30, 2024, the difference between the effective tax rate of 19% and the 50% Colombian tax rate was primarily due to a decrease in the impact of foreign taxes, 2022 true-up related to tax planning strategy and non-taxable foreign exchange adjustments. These were partially offset by an increase in valuation allowance, other permanent differences, non-deductible stock-based compensation and non-deductible royalties in Colombia.

The company strategically revised its 2022 tax return to use its tax receivable balance to offset current tax liabilities, rather than applying net operating loss carryforwards. This decision was driven by the expectation of higher future income tax rates and increased profitability. As a result, there was an increase in current tax expense which was offset by long-term tax receivable, ensuring no impact on cash flows. This approach preserved the Company’s net operating loss carryforward for future periods, providing greater tax benefits and flexibility in recovering tax receivables, while strengthening our equity position.

For the six months ended June 30, 2023, the difference between the effective tax rate of 145% and the 50% Colombian tax rate was primarily due to an increase in non-deductible foreign translation adjustments, the impact of foreign taxes, non-deductible royalties in Colombia and non-deductible stock-based compensation. These were partially offset by a decrease in valuation allowance.

9. Contingencies

Legal Proceedings

Gran Tierra has several lawsuits and claims pending. The outcome of the lawsuits and disputes cannot be predicted with certainty; Gran Tierra believes the resolution of these matters would not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. Gran Tierra records costs as they are incurred or become probable and determinable.

Letters of Credit and Other Credit Support

At June 30, 2024, the Company had provided letters of credit and other credit support totaling $235.9 million (December 31, 2023 - $220.1 million) relating to work commitment guarantees in Colombia and Ecuador contained in exploration contracts, the Suroriente Block extension agreement and other capital or operating requirements. Approximately $123.0 million relates to the Suroriente Block extension agreement.

10. Financial Instruments and Fair Value Measurement

Financial Instruments

Financial instruments are initially recorded at fair value, defined as the price that would be received to sell an asset or paid to market participants to settle liability at the measurement date. For financial instruments carried at fair value, GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels:

•Level 1 - Inputs representing quoted market prices in active markets for identical assets and liabilities

•Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the assets and liabilities, either directly or indirectly

•Level 3 - Unobservable inputs for assets and liabilities

At June 30, 2024, the Company’s financial instruments recognized on the balance sheet consist of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, current portion of long-term debt, long-term debt and other long-term liabilities. The Company uses appropriate valuation techniques based on the available information to measure the fair values of assets and liabilities.

Fair Value Measurement

The following table presents the Company’s fair value measurements of its financial instruments as of June 30, 2024, and December 31, 2023:

(1) The current portion of PEF is included in the other current assets on the Company’s condensed consolidated balance sheet.

(2)The long-term portion of restricted cash and cash equivalents is included in the other long-term assets on the Company’s condensed consolidated balance sheet.

The fair values of cash and cash equivalents, current restricted cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their carrying amounts due to the short-term maturity of these instruments.

Restricted Cash and Cash Equivalents - Long-Term

The fair value of long-term restricted cash and cash equivalents approximate its carrying value because interest rates are variable and reflective of market rates.

Prepaid Equity Forward

As at June 30, 2024, the Company hadno outstanding PEF asset (As at December 31, 2023 -1.0 million notional shares with a fair value of $5.6 million). For the three and six months ended June 30, 2024, the Company recorded anil and a $0.3 million loss, respectively, in general and administrative expenses relating to the PEF (three and six months ended June 30, 2023 - $4.1 million and $5.8 million loss, respectively).

During the six months ended June 30, 2024, the Company settled all outstanding notional PEF shares and received net proceeds of $5.1 million resulting in a $0.3 million loss on settlement.

Senior Notes

Financial instruments recorded at amortized cost at June 30, 2024, were the Senior Notes (Note 5).

At June 30, 2024, the carrying amounts of the 6.25% Senior Notes,7.75% Senior Notes and 9.50% Senior Notes were $24.7 million, $23.8 million, and $535.1 million, respectively, which represented the aggregate principal amounts less unamortized debt issuance costs and discounts, and the fair values were $23.8 million, $21.0 million, and$560.0 million, respectively.

11. Supplemental Cash Flow Information

The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents shown as a sum of these amounts in the interim unaudited condensed consolidated statements of cash flows:

(1) Included in other current assets on the Company’s condensed consolidated balance sheet.

(2) Included in other long-term assets on the Company’s condensed consolidated balance sheet.

Net changes in assets and liabilities from operating activities were as follows:

Changes in non-cash investing working capital for the six months ended June 30, 2024, were comprised of an increase in accounts payable and accrued liabilities of $2.6 million (six months ended June 30, 2023, an increase in accounts payable and accrued liabilities of $9.1 million and an increase in accounts receivable of $0.1 million).

The following table provides additional supplemental cash flow disclosures: