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GRAN TIERRA ENERGY INC.

For the period ended Jun 30, 2025. Filed Jul 31, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 31, 2025

GTE$9.42+0.3%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

Condensed Consolidated Statements of Operations (Unaudited)

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

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
OIL, NATURAL GAS AND NGL SALES (Note 9)$152,481$165,609$323,014$323,186
EXPENSES
Operating55,85547,035123,20995,501
Transportation7,6185,69014,52910,274
Depletion, depreciation and accretion (Note 6)68,63555,490140,837111,640
General and administrative15,00617,12726,63231,270
Foreign exchange loss (gain)3,716(4,413)7,554(5,228)
Derivative instruments gain (Note 12)(14,032)—(12,565)—
Interest expense (Note 7)24,36618,39847,60136,822
161,164139,327347,797280,279
INTEREST INCOME2511,0176761,709
OTHER INCOME339—287—
(LOSS) INCOME BEFORE INCOME TAXES(8,093)27,299(23,820)44,616
INCOME TAX EXPENSE (RECOVERY)
Current (Note 10)2,19542,28910,46046,205
Deferred (Note 10)2,453(51,361)(2,259)(37,882)
4,648(9,072)8,2018,323
NET (LOSS) INCOME$(12,741)$36,371$(32,021)$36,293
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment9,583—9,774—
NET AND COMPREHENSIVE (LOSS) INCOME$(3,158)$36,371$(22,247)$36,293
NET(LOSS) INCOME PER SHARE
- BASIC and DILUTED$(0.36)$1.16$(0.90)$1.15
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC and DILUTED (Note 8)35,334,69231,281,65135,554,80631,547,362

Condensed Consolidated Balance Sheets (Unaudited)

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

As at June 30, 2025As at December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents (Note 13)$61,028$103,379
Accounts receivable37,95235,480
Inventory40,98743,116
Taxes receivable (Note 5)29,04718,095
Other current assets (Note 12 and 13)33,47011,201
Total Current Assets202,484211,271
Oil and Gas Properties
Proved1,297,7451,260,578
Unproved116,000119,520
Total Oil and Gas Properties1,413,7451,380,098
Other capital assets42,54143,033
Total Property, Plant and Equipment (Note 6)1,456,2861,423,131
Other Long-Term Assets
Deferred tax assets27,67111,718
Taxes receivable long-term (Note 5)1,7651,629
Other long-term assets (Note 12 and 13)8,7507,038
Total Other Long-Term Assets38,18620,385
Total Assets$1,696,956$1,654,787
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities$302,897$273,103
Current portion of long-term debt (Note 7 and 12)—24,807
Taxes payable (Note 5)10,60313,970
Equity compensation award liability (Note 8)7,40210,568
Total Current Liabilities320,902322,448
Long-Term Liabilities
Long-term debt (Note 7 and 12)772,616722,123
Deferred tax liabilities81,47164,114
Asset retirement obligation111,156105,936
Equity compensation award liability (Note 8)11,00317,456
Other long-term liabilities10,0129,142
Total Long-Term Liabilities986,258918,771
Contingencies (Note 11)
Shareholders' Equity
Common Stock (35,288,985 and 36,460,141 issued shares and 35,288,985 and 35,972,193 outstanding shares of Common Stock as at June 30, 2025 and December 31, 2024, respectively, par value $0.001 per share), (Note 8)9,9399,940
Additional paid-in capital1,268,6541,273,343
Treasury Stock (Note 8)—(3,165)
Accumulated other comprehensive gain (loss)3,038(6,736)
Deficit(891,835)(859,814)
Total Shareholders’ Equity389,796413,568
Total Liabilities and Shareholders’ Equity$1,696,956$1,654,787

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Thousands of U.S. Dollars)

Six Months Ended June 30,
20252024
Operating Activities
Net (loss) income$(32,021)$36,293
Adjustments to reconcile net loss to net cash provided by operating activities:
Depletion, depreciation and accretion (Note 6)140,837111,640
Deferred tax recovery (Note 10)(2,259)(37,882)
Stock-based compensation expense (Note 8)299,521
Amortization of debt issuance costs (Note 7)7,9156,066
Unrealized foreign exchange loss (gain)4,801(5,589)
Loss on bond purchased90—
Unrealized derivative instruments gain(10,491)—
Cash settlement of asset retirement obligation(3,045)(223)
Non-cash lease expenses3,4612,794
Lease payments(3,112)(2,369)
Net change in assets and liabilities from operating activities (Note 13)1,70213,809
Net cash provided by operating activities107,907134,060
Investing Activities
Additions to property, plant and equipment (Note 6 and 13)(153,971)(114,044)
Net cash used in investing activities(153,971)(114,044)
Financing Activities
Proceeds from issuance of Senior Notes, net of issuance costs (Note 7)—85,615
Proceeds from long-term debt, net of issuance costs (Note 7)44,781—
Repayment of long-term debt (Note 7)(1,894)—
Repayment of Senior Notes (Note 7)(24,828)(36,364)
Purchase of Senior Notes(1,712)—
Re-purchase of shares of Common Stock (Note 8)(3,466)(8,667)
Proceeds from exercise of stock options22367
Lease payments(7,849)(7,078)
Net cash provided by financing activities5,05433,873
Foreign exchange loss on cash, cash equivalents and restricted cash and cash equivalents(766)(1,513)
Net (decrease) increase in cash, cash equivalents and restricted cash and cash equivalents(41,776)52,376
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period (Note 13)111,33771,038
Cash and cash equivalents and restricted cash and cash equivalents, end of period (Note 13)$69,561$123,414
Supplemental cash flow disclosures (Note 13)

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(Thousands of U.S. Dollars)

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Share Capital
Balance, beginning of period$9,939$9,935$9,940$9,936
Cancellation of shares of Common Stock (Note 8)——(1)(1)
Balance, end of period$9,939$9,935$9,939$9,935
Additional Paid-in Capital
Balance, beginning of period$1,269,557$1,245,387$1,273,343$1,249,651
Exercise of stock options2220622367
Stock-based compensation (Note 8)175891,918571
Modification of stock options (Note 8)—(4,057)—(4,057)
Cancellation of shares of Common Stock (Note 8)(1,100)(3,781)(6,629)(8,688)
Balance, end of period$1,268,654$1,237,844$1,268,654$1,237,844
Treasury Stock
Balance, beginning of period$(49)$(203)$(3,165)$(163)
Re-purchase of shares of Common Stock (Note 8)(1,051)(3,719)(3,465)(8,667)
Cancellation of shares of Common Stock (Note 8)1,1003,7816,6308,689
Balance, end of period$—$(141)$—$(141)
Accumulated and other comprehensive income (loss)
Balance, beginning of period$(6,545)$—$(6,736)$—
Other comprehensive income9,583—9,774—
Balance, end of period$3,038$—$3,038$—
Deficit
Balance, beginning of period$(879,094)$(863,108)$(859,814)$(863,030)
Net (loss) income(12,741)36,371(32,021)36,293
Balance, end of period$(891,835)$(826,737)$(891,835)$(826,737)
Total Shareholders’ Equity$389,796$420,901$389,796$420,901

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 oil and natural gas exploration and production with assets currently in Colombia, Ecuador and Canada.

  1. 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, 2024, included in the Company’s 2024 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 2024 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.

Recently Issued Accounting Pronouncements

In November 2024 and January 2025 FASB issued ASU 2024-03 and ASU 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures”. The amendments in ASU 2024-03 require disclosure, in the notes to financial statements, of specified information about certain costs and expenses recognized as part of oil-and natural gas-producing activities included in each relevant expense caption on the face of statement of operations. In addition, this ASU requires the presentation of specific expense captions of comprehensive income on the face of the statements of operations. ASU 2025-01 clarifies the effective date of ASU 2024-03 to be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual periods beginning after December 15, 2027. The Company is currently assessing the impact of this update will have on its financial statements.

Recently Adopted Accounting Pronouncements

In December 2023, FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures”. ASU 2023-09 enhances the income tax disclosures to enable investors to better understand entity’s exposure to potential changes in jurisdictional tax legislation and associated risks and opportunities, income tax information that effects cash flow forecasts and potential opportunities to increase future cash flows. This ASU is effective for annual reporting periods beginning after December 15, 2024 and should be applied prospectively, with retrospective application permitted. The Company adopted ASU 2023-09 effective January 1, 2025. The implementation of this update did not have a material impact on income tax disclosures.

  1. Business Combination

On October 31, 2024, the Company acquired all of the issued and outstanding common shares of i3 Energy Plc (“i3 Energy”), subsequently renamed as Gran Tierra UK Limited (“Gran Tierra UK”) for $204.5 million, consisting of cash consideration of $161.8 million, cash dividend of $4.0 million, cash settlement of stock options of $2.0 million and 5,808,925 shares of the Company’s Common Stock, the fair value of which was determined to be $36.7 million based on the closing price of the Company’s shares on the acquisition date. The acquisition was accounted for as a business combination using the acquisition method with Gran Tierra being the acquirer, whereby the assets acquired and liabilities assumed were recognized at their fair values as at the i3 Energy acquisition date, and the results of i3 Energy were included with those of Gran Tierra from that date. Fair value estimates were made based on significant unobservable (Level 3) inputs and based on the best information available at the time.

Determining the fair values of the assets and liabilities of i3 Energy and the consideration paid required significant judgment and certain assumptions to be made. The most significant fair value estimates related to the valuation of i3 Energy's proved and unproved oil and natural gas properties. The fair value of proved oil and natural gas properties acquired is based on cash flows associated with estimated acquired proved oil and natural gas reserves and the discount rate. Factors that impact these reserves cash flows include forecasted production, forecasted commodity prices, and forecasted operating, royalty and capital costs. Management is continuing to review and assess information to accurately determine the acquisition date fair value of the proved oil and natural gas properties and deferred tax assets and liabilities acquired.

Due to the timing of acquisition, management is continuing to review and assess information to accurately determine the acquisition date fair value of the proved oil and natural gas properties and deferred tax assets and liabilities acquired. As at June 30, 2025, there were no changes to initial measurement of fair value of the proved oil and natural gas properties and deferred tax assets and liabilities acquired.

Pro Forma Results (unaudited)

Pro forma for the three and six months ended June 30, 2024 are shown below, as if the i3 Energy acquisition had occurred on January 1, 2024. Pro forma results are not indicative of actual results or future performance:

Three Months Ended June 30,Six Months Ended June 30,
(Unaudited, thousands of U.S. Dollars)20242024
Oil, natural gas and NGL sales$202,089$399,501
Net income$54,822$47,059
  1. Segment and Geographic Reporting

The Company is primarily engaged in the exploration and production of oil and natural gas. The Company reports segmented information based on internal management reporting used by our Chief Operational Decision Makers (“CODM”), which are the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Vice Presidents across various business functions. CODM allocates resources and assesses performance of each reportable segment based on segmented earnings. The Company determined three reportable segments based on the geographic organization: Colombia, Ecuador and Canada. The “Other” category represents the Company’s corporate activities.

The following tables present information on the Company’s reportable segments and other activities:

Three Months Ended June 30, 2025
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Oil, natural gas and NGL sales$109,692$8,495$34,294$—$152,481
Operating expenses38,4324,12213,301—55,855
Transportation expenses3,7354413,442—7,618
Segmented earnings$67,525$3,932$17,551$—$89,008
DD&A expenses68,635
General and administrative expenses15,006
Foreign exchange loss3,716
Derivative instruments gain(14,032)
Interest expense24,366
Non-segmented expenses97,691
Other income339
Interest income251
Loss before income taxes(8,093)
Income tax expense4,648
Net loss$(12,741)
Segment capital expenditures$37,749$24,800$23,871$47$86,467
Six Months Ended June 30, 2025
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Oil, natural gas and NGL sales$227,340$29,518$66,156$—$323,014
Operating expenses81,18612,19529,828—123,209
Transportation expenses6,9461,5346,049—14,529
Segmented earnings$139,208$15,789$30,279$—$185,276
DD&A expenses140,837
General and administrative expenses26,632
Foreign exchange loss7,554
Derivative instruments loss(12,565)
Interest expense47,601
Non-segmented expenses210,059
Other income287
Interest income676
Loss before income taxes(23,820)
Income tax expense8,201
Net loss$(32,021)
Segment capital expenditures$60,418$45,587$47,536$430$153,971
Three Months Ended June 30, 2024
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Oil, natural gas and NGL sales$162,573$3,036$—$—$165,609
Operating expenses45,2671,768——47,035
Transportation expenses5,516174——5,690
Segmented earnings$111,790$1,094$—$—$112,884
DD&A expenses55,490
General and administrative expenses17,127
Severance—
Foreign exchange gain(4,413)
Interest expense18,398
Non-segmented expenses86,602
Interest income1,017
Income before income taxes27,299
Income tax expense(9,072)
Net income$36,371
Segment capital expenditures$31,163$43,614$—$467$75,244
Six Months Ended June 30, 2024
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Oil, natural gas and NGL sales$313,044$10,142$—$—$323,186
Operating expenses90,3935,108——95,501
Transportation expenses9,742532——10,274
Segmented earnings$212,909$4,502$—$—$217,411
DD&A expenses111,640
General and administrative expenses31,270
Foreign exchange gain(5,228)
Interest expense36,822
Non-segmented expenses174,504
Interest income1,709
Income before income taxes44,616
Income tax expense8,323
Net income$36,293
Segment capital expenditures$64,876$48,701$—$467$114,044
As at June 30, 2025
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Property, plant and equipment$1,012,354$161,893$269,636$12,403$1,456,286
All other assets131,34739,44532,00937,869240,670
Total Assets$1,143,701$201,338$301,645$50,272$1,696,956
As at December 31, 2024
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Property, plant and equipment$1,022,808$143,034$247,512$9,777$1,423,131
All other assets99,10027,94262,54142,073231,656
Total Assets$1,121,908$170,976$310,053$51,850$1,654,787
  1. Taxes Receivable and Payable

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

(Thousands of U.S. Dollars)As at June 30, 2025As at December 31, 2024
Taxes Receivable
Current
VAT Receivable$2,217$657
Income Tax Receivable26,83017,438
$29,047$18,095
Long-Term
Income Tax Receivable$1,765$1,629
Taxes Payable
Current
VAT Payable$(6,175)$(7,640)
Income Tax Payable(4,428)(6,330)
$(10,603)$(13,970)
Total Net Taxes Receivable$20,209$5,754

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

(Thousands of U.S. Dollars)VAT Receivable/(Payable(1))Income Tax ReceivableTotal Net Taxes Receivable
Balance, as at December 31, 2024$(6,983)$12,737$5,754
Collected through direct government refunds(367)—(367)
Collected through sales contracts(48,067)—(48,067)
Taxes paid51,4173,81655,233
Withholding taxes paid—15,65415,654
Current tax expense—(10,460)(10,460)
Foreign exchange loss422,4202,462
Balance, as at June 30, 2025$(3,958)$24,167$20,209

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

  1. Property, Plant and Equipment
(Thousands of U.S. Dollars)As at June 30, 2025As at December 31, 2024
Oil and natural gas properties
Proved$5,462,507$5,298,085
Unproved116,000119,520
5,578,5075,417,605
Other (1)74,82497,795
5,653,3315,515,400
Accumulated depletion, depreciation and impairment(4,197,045)(4,092,269)
$1,456,286$1,423,131

(1) The “other” category includes right-of-use assets for operating and finance leases of $62.9 million, which had a net book value of $32.8 million as at June 30, 2025 (December 31, 2024 - $70.1 million, which had a net book value of $35.1 million).

During six months ended June 30, 2025, the Company entered intoone finance lease contract related to power generation equipment and capitalized $6.4 million, right-of-use assets in relation to this contract.

For the three and six months ended June 30, 2025 and 2024, the Company hadno ceiling test impairment losses. The Company used a 12-month unweighted average of the first-day-of the month prices prior to the ending date of the period ended June 30, 2025 as follows: Brent Crude $73.60 per boe, Edmonton Light Crude of C$91.55 per boe, Alberta AECO spot price of C$1.69 per MMBtu Edmonton Propane C$33.82 per boe, Edmonton Butane C$47.11 per boe and Edmonton Condensate C$95.75, and for the six months ended June 30, 2024 Brent Crude of $82.47 per boe.

  1. Debt and Debt Issuance Costs

The Company’s debt as at June 30, 2025, and December 31, 2024, was as follows:

(Thousands of U.S. Dollars)As at June 30, 2025As at December 31, 2024
Current
6.25% Senior Notes, due February 2025 (“6.25% Senior Notes”)$—$24,828
Unamortized debt issuance costs—(21)
$—$24,807
Long-Term
Credit Facility - Canada$22,046$—
Credit Facility - Colombia24,500—
7.75% Senior Notes, due May 2027 (“7.75% Senior Notes”)24,20124,201
9.50% Senior Notes, due October 2029 (“9.50% Senior Notes”)735,790737,590
Unamortized Senior Notes discount(36,279)(41,918)
Unamortized debt issuance costs(18,138)(18,075)
752,120701,798
Long-term lease obligation (1)20,49620,325
$772,616$722,123
Total Debt$772,616$746,930

(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 $13.9 million as at June 30, 2025 (December 31, 2024 - $15.3 million).

Credit Facility - Canada

The Company, through its wholly owned subsidiary Gran Tierra Canada Ltd., has a revolving credit facility with National Bank of Canada dated March 22, 2024 with a borrowing base of C$100.0 million (US$73.0 million as of June 30, 2025) and the available commitment of a C$50.0 million (US$36.5 million as of June 30, 2025) revolving credit facility comprised of C$35.0 million (US$25.6 million as of June 30, 2025) syndicated facility and C$15.0 million (US$11.0 million as of June 30, 2025) of operating facility. The drawn down amounts under the revolving credit facility can either be in Canadian or U.S. dollars and bear interest rates equal to either the Canadian prime rate or U.S. Base Rate plus a margin ranging from 2.00% to 4.00% per annum or for CORRA loans and SOFR loans plus a margin ranging from 3.00% to 5.00% per annum. Undrawn amounts under the revolving credit facility bear standby fee ranging from 0.75% to 1.25% per annum. In each case, the margin or standby fee, as applicable is based on Net Debt to EBITDA ratio of Gran Tierra Canada Ltd. As of June 30, 2025, the outstanding balance under the facility was US$22.0 million (C$30.0 million) and the weighted-average interest rate on borrowings during the second quarter of 2025 was 6.74%. On July 22, 2025, the borrowing base was redetermined by National Bank of Canada at C$100.0 million, of which available commitment is C$50.0 million. The next borrowing base redetermination will occur on or before November 30, 2025, and the revolving credit facility is available until October 31, 2025 with a repayment date of October 31, 2026, which may be extended by further periods of up to 364 days, subject to lender approval.

Credit Facility - Colombia

On April 16, 2025, the Company, through its wholly owned subsidiary, Gran Tierra Energy Colombia GmbH, a Swiss limited liability company, entered into a $75.0 million reserve-based lending facility (the “RBL Facility”). Any loans incurred under the reserve-based landing facility will mature on April 16, 2028. The availability of borrowings under the RBL Facility is subject to an annual borrowing base determination which will occur on or before May 1 of each year. The RBL Facility will bear interest at a rate per annum equal to, at Company’s option, either (a) a customary base rate (subject to a floor of 1.00%) plus an applicable margin of 4.5% or (b) a term secured overnight finance rate (“SOFR”) reference rate plus an applicable margin of 4.5%. Interest on base rate borrowings is payable quarterly in arrears and interest on term SOFR borrowings accrues in respect of interest periods of three or six months, at the election of the Company, and is payable on the last day of such interest period. The facility also includes a commitment fee of 0.75% per annum on undrawn amounts. If the Company’s draws under the RBL Facility reach or become greater than$25.0 million, the Company is required to implement hedges within 10 days of the respective borrowing date.

During the second quarter of 2025, the Company drew $24.5 million under the facility. As of June 30, 2025 the outstanding balance under the RBL Facility was $24.5 million. For the three andsix months ended June 30, 2025, the weighted-average interest rate on borrowings was 8.43%.

Under the terms of the facility, the Company is required to maintain compliance with the following financial covenants:

i. consolidated net debt to consolidated adjusted EBITDA ratio that may not exceed 3.00 to 1.00, and

ii. consolidated interest coverage ratio that may not be less than 2.50 to 1.00

The Company was in compliance with all applicable covenants related to the credit facility as of June 30, 2025.

Senior Notes

During the six months ended June 30, 2025, the Company paid at maturity the remaining principal of $24.8 million of 6.25% Senior Notes due in February 2025 for cash consideration of $25.6 million, including interest payable of $0.8 million.

During the six months ended June 30, 2025, the Company also purchased $1.8 million of 9.50% Senior Notes for cash consideration of $1.7 million resulting in a $0.1 million loss on purchase, which included the write-off of deferred financing fees of $0.1 million.

The principal amount of 9.50% Senior Notes is to be repaid as follows: (i) October 15, 2026,25% of the principal amount; (ii) October 15, 20275% of the principal amount; (iii) October 15, 2028,30% of the principal amount; and (iv) October 15, 2029, the remainder of the principal amount.

At June 30, 2025, we had $24.2 million aggregate principal amount of 7.75% Senior Notes due 2027, and $735.8 million aggregate principal amount of 9.50% Senior Notes due 2029, outstanding.

As at June 30, 2025, the Company was in compliance with all applicable covenants related to the Senior Notes.

Leases

During thesix months ended June 30, 2025, the Company recorded one finance lease of $6.4 million. The finance lease has a 2-year term and a 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:

Three Months Ended June 30,Six Months Ended June 30,
(Thousands of U.S. Dollars)2025202420252024
Contractual interest and other financing expenses$20,284$15,638$39,686$30,756
Amortization of debt issuance costs4,0822,7607,9156,066
$24,366$18,398$47,601$36,822
  1. Share Capital
Shares of Common Stock
Shares issued at December 31, 202436,460,141
Treasury shares(487,948)
Shares issued and outstanding at December 31, 202435,972,193
Shares issued on option exercise9,596
Shares re-purchased and cancelled(692,804)
Shares issued and outstanding at June 30, 202535,288,985

During the year ended December 31, 2024, the Company implemented a share re-purchase program (the “2024 Program”) through the facilities of the Toronto Stock Exchange (“TSX”), the NYSE American or alternative programs in Canada or the United States, if eligible. Under the 2024 Program, the Company is able to purchase up to 3,545,872 shares of Common Stock, par value of $0.001 per share (“Common Stock”) representing 10% of the public float as of October 31, 2024. The 2024 Program will continue forone year and expire on November 5, 2025, or earlier if the 10% maximum is reached.

During the three and six months ended June 30, 2025, the Company re-purchased 239,754 and 692,804 shares at a weighted average price of $4.38 and $5.00 per share (three and six months ended June 30, 2024 -404,314 and 1,290,980 shares under the 2023 program at a weighted average price of $9.20 and $6.71 per share), respectively. As of June 30, 2025, the Company cancelled 487,948 shares held as treasury shares at December 31, 2024, and cancelled 249,754 and 692,804 shares re-purchased during the three and six months ended June 30, 2025. During the period from November 6, 2024 to July 28, 2025, the Company has re-purchased 1,180,752 shares out of a maximum of 3,545,872 under the 2024 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, 2025:

PSUs · DSUs · RSUs · Stock Options
Number of Outstanding Share UnitsNumber of Outstanding Share UnitsNumber of Outstanding Share UnitsNumber of Outstanding Stock OptionsWeighted Average Exercise Price/Stock Option ($)
Balance, December 31, 20245,380,629904,674666,1271,550,4978.82
Granted2,499,417108,835584,019——
Exercised(1,066,555)—(169,300)(32,764)2.62
Forfeited(106,043)—(18,786)(5,546)9.62
Expired———(420,477)7.93
Balance, June 30, 20256,707,4481,013,5091,062,0601,091,7109.34

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, 2025, the equity compensation award liability on the Company’s balance sheet included $1.0 million of current 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:

Fair value of option modification$0.00 - $6.11
Dividend yield (per share)Nil
Expected volatility43% to 87%
Risk-free interest rate4.6% to 5.1%
Expected term0.1 - 4.9 years
Expected forfeiture rate0% to 5%

For the three and six months ended June 30, 2025, there was $0.5 million andnil of stock-based compensation expense, respectively. For the three and six months ended June 30, 2024, stock-based compensation expense was $6.2 million and $9.5 million, respectively.

As at June 30, 2025, there was $12.6 million (December 31, 2024 - $21.9 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 1.4 years. During the six months ended June 30, 2025, the Company paid out$7.2 million for PSUs vested on December 31, 2024 (six months ended June 30, 2024 - $10.4 million for PSUs vested on December 31, 2023).

During the three and six months ended June 30, 2025, the Company awarded 0.01 million and 0.6 million RSU 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 March 31, 2025, 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, 2025 and 2024, all options were excluded from the diluted loss per share calculation as the options were anti-dilutive.

  1. Revenue
Three Months Ended June 30, 2025Six Months Ended June 30, 2025
Crude OilNatural GasNGLTotal RevenueCrude OilNatural GasNGLTotal Revenue
Colombia109,692——109,692227,340——227,340
Ecuador8,495——8,49529,518——29,518
Canada20,5669,9233,80534,29439,11818,6508,38866,156
$138,753$9,923$3,805$152,481$295,976$18,650$8,388$323,014
Three Months Ended June 30, 2024Six Months Ended June 30, 2024
Crude OilNatural GasNGLTotal RevenueCrude OilNatural GasNGLTotal Revenue
Colombia162,573——162,573313,044——313,044
Ecuador3,036——3,03610,142——10,142
Canada————————
$165,609$—$—$165,609$323,186$—$—$323,186

During the three and six months ended June 30, 2025, the Company’s production was sold primarily to two major customers representing 65% and 20%of the total sales volumes, of which 63% was sold in Colombia,5% in Ecuador and 32% in Canada (three and six months ended June 30, 2024 - one major customer representing 100%of the total sales volumes).

As at June 30, 2025, accounts receivable included $14.3 million of accrued sales revenue related to June 2025 production (December 31, 2024 - $13.4 million related to December 2024 production).

  1. Taxes

The Company’s effective tax rate was (34)% for the six months ended June 30, 2025, compared to 19% in the comparative period of 2024.

Current income tax expense was $10.5 million for the six months ended June 30, 2025, compared to $46.2 million in the corresponding period of 2024, primarily due to lower taxable income.

For the six months ended June 30, 2025, the Company recognized a deferred tax recovery of $2.3 million, primarily attributable to an increase in deductible temporary differences arising from tax losses generated during the period. This recovery was partially offset by temporary differences related to accelerated tax depreciation in excess of accounting depreciation.

For the six months ended June 30, 2024, the deferred income tax recovery was $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, 2025, the difference between the effective tax rate of negative 34% and the 40% statutory tax rate was primarily due to an increase in the non-deductible foreign translation adjustments, other permanent differences and valuation allowance. This was partially offset by an increase in the impact of foreign taxes.

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.

  1. Contingencies

Legal Proceedings

The Company has several lawsuits and claims pending. The outcome of the lawsuits and disputes cannot be predicted with certainty; the Company 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. The Company records costs as they are incurred or become probable and determinable.

Letters of Credit and Other Credit Support

At June 30, 2025, the Company had provided letters of credit and other credit support totaling $239.8 million (December 31, 2024 - $244.5 million) as security relating to work commitment guarantees in Colombia and Ecuador contained in exploration contracts, the Suroriente Block, and other capital or operating requirements as well as for transportation capacity in Canada.

  1. 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, 2025, the Company’s financial instruments recognized on the balance sheet consist of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, 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, 2025, and December 31, 2024:

(Thousands of U.S. Dollars)As at June 30, 2025As at December 31, 2024
Liabilities
6.25% Senior Notes$—$24,133
7.75% Senior Notes19,87521,451
9.50% Senior Notes561,542688,262
$581,417$733,846
Assets
Restricted cash and cash equivalents - long-term (1)$8,533$6,816
Commodity derivatives - current (2)12,112712
$20,645$7,528
Liabilities
Commodity derivatives - current (3)$882$—
Canadian and Colombian credit facilities - long-term44,237—
$45,119$—

(1)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.

(2) The current portion of commodity derivatives asset was included into other current assets on the Company’s condensed consolidated balance sheet.

(3) The current portion of commodity derivatives liability was included into accounts payable balance 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.

Credit Facilities and Senior Notes

Financial instruments recorded at amortized cost at June 30, 2025, were the Senior Notes and credit facilities (Note 7).

The fair value of the Canadian and Colombian credit facilities approximates their carrying value. The fair value of the Canadian and Colombian credit facilities is estimated based on the amount the Company would have to pay a third party to assume the debt, including the credit spread for the difference between the issue rate and the period-end market rate. The credit spread is the Company’s default or repayment risk.

At June 30, 2025, the carrying amounts of the 7.75% Senior Notes and 9.50% Senior Notes were $23.9 million and $683.9 million, respectively, which represented the aggregate principal amounts less unamortized debt issuance costs and discounts, and the fair values were $19.9 million, and$561.5 million, respectively.

Derivative asset and derivative liability

The fair value of derivatives is estimated based on various factors, including quoted market prices in active markets and quotes from third parties. The Company also performs an internal valuation to ensure the reasonableness of third party quotes. In consideration of counterparty credit risk, the Company assessed the possibility of whether the counterparty to the derivative would default by failing to make any contractually required payments. Additionally, the Company considers whether such counterparty has the ability to meet its potential repayment obligations associated with the derivative transactions.

Three Months Ended June 30,Six Months Ended June 30,
(Thousands of U.S. Dollars)2025202420252024
Commodity price derivatives gain(6,802)—(5,335)—
Foreign currency derivatives gain(7,230)—(7,230)—
Derivative instruments gain$(14,032)$—$(12,565)$—

Commodity Price Risk

The Company may at times utilize commodity price derivatives to manage the variability in cash flows associated with the forecasted sale of its oil production, reduce commodity price risk and provide a base level of cash flow in order to assure it can execute at least a portion of its capital spending. As at June 30, 2025, the Company had outstanding commodity price derivative positions in Canada and Colombia as follows:

Canada - Oil
Type of InstrumentStart PeriodEnd PeriodVolume,bbl/dReferencePrice (C$/bbl or $/bbl)Purchased Put (C$/bbl or $/bbl Weighted Average)Sold Call(C$/bbl or $/bbl Weighted Average)
SwapJuly 01, 2025September 30, 2025539WTI CMAC$97.81——
CollarJuly 01, 2025December 31, 20251,500WTI CMA—$61.67$72.87
Call optionJuly 01, 2025December 31, 2025250WTI CMA——C$95.00
CollarJanuary 01, 2026March 31, 20261,000WTI CMA—$60.00$70.60
Canada - Natural Gas
Type of InstrumentStart PeriodEnd PeriodVolume,GJs/dReferenceSold Swap (C$/GJ, Weighted Average)Purchased Put (C$/GJ, Weighted Average)Sold Call(C$/GJ, Weighted Average)
SwapJuly 01, 2025September 30, 202512,500Aeco 5A$3.07——
Put OptionJuly 01, 2025September 30, 20256,500Aeco 7A—$2.00—
SwapOctober 01, 2025December 31, 202522,500Aeco 5A$3.13——
Canada - Power
Type of InstrumentStart PeriodEnd PeriodVolume,MWh/dReferenceSold Swap (C$/MWh, Weighted Average)Purchased Put (C$/MWh, Weighted Average)Sold Call(C$/MWh, Weighted Average)
SwapJuly 01, 2025September 30, 202572AESO$49.75——
SwapOctober 01, 2025December 31, 202572AESO$49.75——
Colombia - Oil
Type of InstrumentStart PeriodEnd PeriodVolumebbl/dReferenceSold Put ($/bbl, Weighted Average)Purchased Put ($/bbl, Weighted Average)Sold Call($/bbl, Weighted Average)Premium ($/bbl, Weighted Average)
CollarJuly 01, 2025September 30, 20256,337Brent$—$62.63$76.92$—
Put OptionJuly 01, 2025December 31, 20253,000Brent$—$66.17$—$(3.09)
3 WayJuly 01, 2025September 30, 20252,000Brent$52.50$60.00$75.55$—
CollarOctober 01, 2025December 31, 20256,000Brent$—$62.50$76.71$—
3 WayOctober 01, 2025December 31, 20252,000Brent$52.50$60.00$75.55$—
CollarJanuary 01, 2026March 31, 20262,000Brent$—$60.00$75.38$—
3 WayJanuary 01, 2026March 31, 20262,000Brent$52.50$65.00$74.94$—

Subsequent to the period ending June 30, 2025, the company entered into the following commodity price derivative positions in Canada and Colombia as follows:

Canada - Oil
Type of InstrumentStart PeriodEnd PeriodVolumebbl/dReferenceSold Put (C$/bbl, Weighted Average)Purchased Put (C$/bbl, Weighted Average)Sold Call(C$/bbl, Weighted Average)Premium (C$/bbl, Weighted Average)
3 WayJanuary 01, 2026March 31, 2026500WTI CMA$60.00$70.00$107.00$(1.90)
CollarApril 01, 2026September 30, 2026500WTI CMA$—$75.00$91.95$—
3 WayApril 01, 2026September 30, 20261,000WTI CMA$62.50$72.50$103.70$(0.95)
3 WayOctober 01, 2026December 31, 2026500WTI CMA$60.00$70.00$107.00$(1.90)
Colombia - Oil
Type of InstrumentStart PeriodEnd PeriodVolumebbl/dReferenceSold Put ($/bbl, Weighted Average)Purchased Put ($/bbl, Weighted Average)Sold Call($/bbl, Weighted Average)Premium ($/bbl, Weighted Average)
3 WaySeptember 01, 2025December 31, 20251,000Brent$50.00$60.00$77.00$—
Put OptionSeptember 01, 2025June 30, 20262,000Brent$—$65.00$—$(4.00)
3 WayJanuary 01, 2026June 30, 20264,000Brent$50.00$60.00$75.50$—
CollarJanuary 01, 2026June 30, 20261,000Brent$—$60.00$76.75$—
3 WayJuly 01, 2026September 30, 20261,000Brent$50.00$60.00$75.50$—

Foreign Exchange Risk

The Company is exposed to foreign exchange risk in relation to its Colombian and Canadian operations predominantly in operating expenses. To mitigate exposure to fluctuations in foreign exchange, the Company may enter into foreign currency exchange derivatives.

As at June 30, 2025, the Company had outstanding foreign currency exchange derivative positions in Colombia as follows:

Period and Type of InstrumentU.S. Dollars Amount Hedged(Thousands of U.S. Dollars)COP Equivalent of Amount Hedged (Millions of COP)(1)ReferenceFloor Price(COP, Weighted Average)Cap Price (COP, Weighted Average)
Collars: June 16, 2025 to April 15, 2026100,000407,000COP4,4304,706

(1)At June 30, 2025 foreign exchange rate.

  1. 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:

As at June 30, · As at December 31,
(Thousands of U.S. Dollars)2025202420242023
Cash and cash equivalents$61,028$115,327$103,379$62,146
Restricted cash and cash equivalents - current (1)—1,1421,1421,142
Restricted cash and cash equivalents - long-term (2)8,5336,9456,8167,750
$69,561$123,414$111,337$71,038

(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:

Six Months Ended June 30,
(Thousands of U.S. Dollars)20252024
Accounts receivable and other long-term assets$(2,038)$6,797
Prepaid Equity Forward—6,218
Prepaids and inventory(11,693)(1,579)
Accounts payable and accrued liabilities, and other long-term liabilities27,387(4,927)
Taxes receivable and payable(11,954)7,300
Net changes in assets and liabilities from operating activities$1,702$13,809

Net changes in working capital from investing activities were as follows:

Six Months Ended June 30,
(Thousands of U.S. Dollars)20252024
Additions to property, plant and equipment$(145,897)$(116,604)
(Decrease) increase in accounts payable and accrued liabilities(8,911)2,525
Decrease in accounts receivable83735
Net cash additions to property, plant and equipment$(153,971)$(114,044)

The Company revised the presentation of cash flows associated with additions to property, plant and equipment within net cash used in investing activities in the Consolidated Statements of Cash Flows for the six months ended June 30, 2024. Additions to property, plant and equipment as previously reported of$116.6 million were presented on an accrual basis before the related decrease in cash outflow due to impact of changes in non-cash investing working capital of$2.6 million. The cash outflow associated with additions to property, plant and equipment has been re-casted in accordance with the direct method. There was no change in amount to the Company’s previously reported net cash used in investing activities

The following table provides additional supplemental cash flow disclosures:

Six Months Ended June 30,
(Thousands of U.S. Dollars)20252024
Cash paid for income taxes$3,816$21,786
Cash paid for withholding taxes$15,654$18,752
Cash paid for interest$36,763$29,297
Non-cash investing activities:
Net liabilities related to property, plant and equipment, end of period$53,209$49,976
  1. Subsequent Events

On June 4, 2025, the Company, through its wholly owned subsidiary, Gran Tierra UK Limited, a United Kingdom limited company, entered into an agreement to sell its wholly owned subsidiary, Gran Tierra North Sea Limited (GTNSL) to NEO Energy for total consideration of $7.5 million. Completion of the transaction is subject to certain customary conditions precedent, including consent from the North Sea Transition Authority in respect of the change of control of GTNSL. The transaction is expected to close in the fourth quarter of 2025.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.