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GRAN TIERRA ENERGY INC.

For the period ended Mar 31, 2026. Filed May 8, 2026.

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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.

Mar 31, 2026 · Filed May 8, 2026

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 March 31,
20262025
OIL, NATURAL GAS AND NGL SALES (Note 9)$172,057$168,173
EXPENSES
Operating66,14967,090
Transportation5,3034,551
Other taxes1,041481
Depletion, depreciation and accretion (Note 5)69,87472,202
General and administrative34,82511,409
Severance2,468—
Foreign exchange loss1,4253,838
Derivative instruments loss (Note 12)88,4101,467
Interest expense (Note 6)49,87823,235
319,373184,273
INTEREST INCOME401425
OTHER GAIN (LOSS) (Note 6)1,148(52)
LOSS BEFORE INCOME TAXES(145,767)(15,727)
INCOME TAX EXPENSE (RECOVERY)
Current (Note 10)5,8508,265
Deferred (Note 10)(32,445)(4,712)
(26,595)3,553
NET LOSS$(119,172)$(19,280)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment(1,085)191
COMPREHENSIVE LOSS$(120,257)$(19,089)
NET LOSS PER SHARE
- BASIC and DILUTED$(3.38)$(0.54)
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC and DILUTED (Note 8)35,299,84235,777,367

Condensed Consolidated Balance Sheets (Unaudited)

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

As at March 31, 2026As at December 31, 2025
ASSETS
Current Assets
Cash and cash equivalents (Note 13)$124,752$82,931
Accounts receivable79,63232,908
Inventory46,66455,384
Taxes receivable (Note 4)23,18127,113
Derivatives (Note 12)44410,147
Other current assets (Note 13)14,2405,044
Total Current Assets288,913213,527
Oil and Gas Properties
Proved1,102,3641,154,836
Unproved101,032108,339
Total Oil and Gas Properties1,203,3961,263,175
Other capital assets56,67541,245
Total Property, Plant and Equipment (Note 5)1,260,0711,304,420
Other Long-Term Assets
Deferred tax assets64,05356,268
Taxes receivable long-term (Note 4)11,7261,912
Other long-term assets (Note 12 and 13)10,3179,952
Total Other Long-Term Assets86,09668,132
Total Assets$1,635,080$1,586,079
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable, accrued liabilities and other (Note 6 and 7)$402,126$314,005
Current portion of long-term debt (Note 6 and 12)21,42221,212
Taxes payable (Note 4)12,19411,906
Derivatives (Note 12)76,891—
Equity compensation award liability (Note 8)31,4208,569
Total Current Liabilities544,053355,692
Long-Term Liabilities
Long-term debt (Note 6 and 12)574,354686,521
Customer advance (Note 7)230,182115,909
Deferred tax liabilities28,16153,458
Asset retirement obligation118,170118,876
Equity compensation award liability (Note 8)17,26414,993
Other long-term liabilities (Note 4)13,97611,886
Total Long-Term Liabilities982,1071,001,643
Contingencies (Note 11)
Shareholders' Equity
Common Stock (35,346,466 and 35,298,774 issued and outstanding shares of Common Stock as at March 31, 2026 and December 31, 2025, respectively, par value $0.001 per share), (Note 8)9,9399,939
Additional paid-in capital1,269,6111,269,178
Accumulated other comprehensive gain1,4752,560
Deficit(1,172,105)(1,052,933)
Total Shareholders’ Equity108,920228,744
Total Liabilities and Shareholders’ Equity$1,635,080$1,586,079

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Thousands of U.S. Dollars)

Three Months Ended March 31,
20262025
Operating Activities
Net loss$(119,172)$(19,280)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depletion, depreciation and accretion (Note 5)69,87472,202
Deferred tax recovery (Note 10)(32,445)(4,712)
Stock-based compensation expense (recovery) (Note 8)19,676(517)
Amortization of debt issuance costs (Note 6)11,2933,833
Unrealized foreign exchange (gain) loss(200)1,687
(Gain) loss on bond repurchases and exchange (Note 6)(728)52
Unrealized derivative instruments loss (Note 12)77,3281,910
Cash settlement of asset retirement obligation(925)(1,807)
Non-cash lease expenses1,4681,736
Non-cash interest expense4,513—
Lease payments(1,687)(1,567)
Net change in assets and liabilities from operating activities (Note 13)143,73919,693
Net cash provided by operating activities172,73473,230
Investing Activities
Additions to property, plant and equipment (Note 5 and 13 )(41,540)(67,504)
Proceeds on disposition of property, plant and equipment (Note 5)48,598—
Net cash provided by (used in) investing activities7,058(67,504)
Financing Activities
Re-purchase of Senior Notes (Note 6)(8,087)(1,712)
Repayment of Senior Notes (Note 6)(125,000)(24,828)
Re-purchase of shares of Common Stock (Note 8)—(2,415)
Proceeds from exercise of stock options433—
Lease payments(4,417)(2,253)
Net cash used in financing activities(137,071)(31,208)
Foreign exchange (loss) gain on cash, cash equivalents and restricted cash and cash equivalents(535)38
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents42,186(25,444)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period (Note 13)92,666111,337
Cash and cash equivalents and restricted cash and cash equivalents, end of period (Note 13)$134,852$85,893
Supplemental cash flow disclosures (Note 13)

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(Thousands of U.S. Dollars)

Three Months Ended March 31,
20262025
Share Capital
Balance, beginning of period$9,939$9,940
Cancellation of shares of Common Stock (Note 8)—(1)
Balance, end of period$9,939$9,939
Additional Paid-in Capital
Balance, beginning of period$1,269,178$1,273,343
Exercise of stock options433—
Stock-based compensation (Note 8)—1,743
Cancellation of shares of Common Stock (Note 8)—(5,529)
Balance, end of period$1,269,611$1,269,557
Treasury Stock
Balance, beginning of period$—$(3,165)
Re-purchase of shares of Common Stock (Note 8)—(2,414)
Cancellation of shares of Common Stock (Note 8)—5,530
Balance, end of period$—$(49)
Accumulated and other comprehensive income (loss)
Balance, beginning of period$2,560$(6,736)
Other comprehensive (loss) income(1,085)191
Balance, end of period$1,475$(6,545)
Deficit
Balance, beginning of period$(1,052,933)$(859,814)
Net loss(119,172)(19,280)
Balance, end of period$(1,172,105)$(879,094)
Total Shareholders’ Equity$108,920$393,808

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, 2025, included in the Company’s 2025 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 2025 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 Adopted Accounting Pronouncements

In July 2025, FASB issued ASU 2025-05 “Financial Instruments—Credit Losses: Amendments to the Measurement of Credit Losses on Certain Financial Assets”. This ASU provides a practical expedient for estimating expected credit losses on certain short-term receivables and contract assets arising from revenue transactions within the scope of ASC 606. Under the practical expedient, all entities may elect to assume that current conditions as of the balance sheet date would not change for the remaining life of the asset when developing reasonable and supportable forecasts. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2025, early adoption is permitted for both interim and annual reporting periods. The Company adopted this ASU effective January 1, 2026. The implementation of this update did not have a material impact on its balance sheet, statement of operations or financial statements disclosures.

  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 March 31, 2026
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Oil, natural gas and NGL sales$102,324$40,745$28,988$—$172,057
Operating expenses35,04215,95215,155—66,149
Transportation expenses2,2722,554477—5,303
Segmented earnings$65,010$22,239$13,356$—$100,605
Other taxes1,041
Depletion, depreciation and accretion (“DD&A”) expenses69,874
General and administrative expenses34,825
Severance2,468
Foreign exchange loss1,425
Derivative instruments loss88,410
Interest expense49,878
Non-segmented expenses247,921
Other gain1,148
Interest income401
Income before income taxes(145,767)
Income tax recovery(26,595)
Net loss$(119,172)
Segment capital expenditures$20,873$4,737$15,930$—$41,540
Three Months Ended March 31, 2025
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Oil, natural gas and NGL sales$117,648$21,023$29,502$—$168,173
Operating expenses42,4908,07316,527—67,090
Transportation expenses3,2111,093247—4,551
Segmented earnings$71,947$11,857$12,728$—$96,532
Other taxes481
DD&A expenses72,202
General and administrative expenses11,409
Foreign exchange loss3,838
Derivative instruments loss1,467
Interest expense23,235
Non-segmented expenses112,632
Other loss(52)
Interest income425
Income before income taxes(15,727)
Income tax expense3,553
Net loss$(19,280)
Segment capital expenditures$22,669$20,787$23,665$383$67,504
As at March 31, 2026
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Property, plant and equipment$954,686$168,004$130,213$7,168$1,260,071
All other assets179,75265,37946,65283,226375,009
Total Assets$1,134,438$233,383$176,865$90,394$1,635,080
As at December 31, 2025
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Property, plant and equipment$935,351$176,003$185,226$7,840$1,304,420
All other assets150,52455,31339,09336,729281,659
Total Assets$1,085,875$231,316$224,319$44,569$1,586,079
  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 March 31, 2026As at December 31, 2025
Taxes Receivable
Current
VAT Receivable$1,975$1,394
Income Tax Receivable21,20625,719
$23,181$27,113
Long-Term
Income Tax Receivable$11,726$1,912
Taxes Payable
Current
VAT Payable$(2,767)$(5,189)
Income Tax Payable(9,427)(6,717)
$(12,194)$(11,906)
Long-Term
Income Tax Payable(1)$(2,531)$—
Total Net Taxes Receivable$20,182$17,119

(1)Included into other long-term liabilities on the Company’s condensed consolidated balance sheet.

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, 2025$(3,795)$20,914$17,119
Collected through direct government refunds(2,992)(361)(3,353)
Collected through sales contracts(18,209)—(18,209)
Taxes paid23,98044624,426
Withholding taxes paid2505,2215,471
Current tax expense—(5,850)(5,850)
Foreign exchange gain(26)604578
Balance, as at March 31, 2026$(792)$20,974$20,182

(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 March 31, 2026As at December 31, 2025
Oil and natural gas properties
Proved$5,591,074$5,587,422
Unproved101,032108,339
5,692,1065,695,761
Other (1)101,25378,780
5,793,3595,774,541
Accumulated depletion, depreciation and impairment(4,533,288)(4,470,121)
$1,260,071$1,304,420

(1) The “other” category includes right-of-use assets for operating and finance leases of $87.4 million, which had a net book value of $46.7 million as at March 31, 2026 (December 31, 2025 - $65.0 million, which had a net book value of $30.8 million).

During the three months ended March 31, 2026, the Company entered intoone new finance lease agreement related to power generation equipment andone new operating office lease agreement in Colombia and recognized right-of-use assets of $15.6 million and $4.0 million, respectively, related to these agreements. In addition, modifications to certain existing finance leases for power generation equipment resulted in an increase in right-of use assets of $2.7 million.

For the three months ended March 31, 2026 and 2025, 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 March 31, 2026 as follows: Brent Crude $67.58 per boe, Edmonton Light Crude of C$83.04 per boe, Alberta AECO spot price of C$1.99 per MMBtu, Edmonton Propane C$28.38 per boe, Edmonton Butane C$36.04 per boe and Edmonton Condensate C$85.94 and for the three months ended March 31, 2025 Brent Crude of $78.90 per boe, Edmonton Light Crude of C$98.11 per boe, Alberta AECO spot price of C$1.51 per MMBtu, Edmonton Propane C$32.53 per boe, Edmonton Butane C$48.81 per boe and Edmonton Condensate C$101.71.

On March 10, 2026, the Company completed the disposition of the entire working interest (“WI”) and associated title rights in the Simonette Montney area in Canada effective January 1, 2026, for total cash consideration of C$66.3 million (US$48.6 million). The consideration comprised of C$50.0 million (US$36.6 million) attributable to the sale of crude oil and natural gas rights, C$12.5 million (US$9.2 million) related to the sale of tangible assets and seismic data and economic rights adjustment to effective date of C$3.8 million (US$2.8 million). No gain or loss was recognized in the statement of operations because the disposal did not materially change the relationship between capital costs and the proved reserves of oil and natural gas assets.

On March 17, 2026, the Company entered into a strategic partnership with Ecopetrol S.A. to earn, subject to regulatory approvals and conditions precedent, a 49% WI in the Tisquirama Block in Colombia. Under the terms of the agreement, the Company has committed to fund approximately $47.1 million of a $92.4 million gross capital program over 40 months, including a minimum Phase 1 investment of $15.0 million. Upon completion of Phase 1, the Company will be entitled to 49% of production and is expected to assume operatorship. The effective date of the Contract is subject to regulatory approval.

  1. Debt and Debt Issuance Costs

The Company’s debt as at March 31, 2026, and December 31, 2025, was as follows:

(Thousands of U.S. Dollars)As at March 31, 2026As at December 31, 2025
Current
9.50% Senior Notes$21,910$21,910
Unamortized Senior Notes discount(349)(496)
Unamortized debt issuance costs(139)(202)
$21,422$21,212
Long-Term
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”)65,729694,430
9.75% Senior Notes, due April 2031 (“9.75% Senior Notes”)494,353—
Unamortized Senior Notes discount(11,106)(29,365)
Unamortized debt issuance costs (1)(21,099)(14,458)
552,078674,808
Long-term lease obligation (2)22,27611,713
$574,354$686,521
Total Debt$595,776$707,733

(1)Includes $0.2 million of deferred financing fees related to Canadian revolving credit facility as at March 31, 2026 (December 31, 2025 - $1.8 million related to Canadian revolving and Colombian credit facilities).

(2)The current portion of the lease obligation was included in accounts payable and accrued liabilities on the Company’s consolidated balance sheet and totaled $25.7 million as at March 31, 2026 (December 31, 2025 - $17.0 million).

(Thousands of U.S. Dollars)9.50% Senior Notes9.75% Senior Notes
Senior Notes, December 31, 2025$716,340$—
Principal exchanged for 9.75% Senior Notes(628,701)628,701
Early participation principal payment—(125,000)
Rounding adjustment on exchange—(131)
Purchased in the open market—(9,217)
Senior Notes principal, March 31, 2026$87,639$494,353

During the three months ended March 31, 2026, the Company issued $503.6 million in aggregate principal amount of its 9.75% Senior Secured Amortizing Notes due 2031 (the “9.75% Senior Notes”), and paid $125.0 million in cash consideration in exchange for $628.7 million aggregate principal amount of its 9.50% Senior Notes. The exchange was accounted for as debt modification.

The 9.75% Senior Notes will mature on April 15, 2031, unless earlier redeemed or re-purchased. Subject to adjustment for required minimum denominations, the principal amount of 9.75% Senior Notes will be amortized over three installments as follows: (i) October 15, 2029 -15% of the principal amount; (ii) October 15, 2030 -15% of the principal amount; (iii) April 15, 2031 - the remainder of the principal amount. The Company is required to complete mandatory redemption of $30.0 million aggregate principal amount of 9.75% Senior Notes less any re-purchases in the open market during the year ended December 31, 2026.

At any time, prior to April 15, 2028, the Company may redeem up to 35% of the aggregate principal amount of 9.75% Senior Notes at a redemption price equal to 109.75% of the principal amount. Additionally, the Company may redeem all or a portion of the 9.75% Senior Notes on or after 2028 at the following redemption prices: 2028 -104.875%; 2029 -102.438%; 2030 and thereafter -100%.

Under the terms of the 9.75% Senior Notes agreement, the Company is required to maintain compliance with the following financial covenants:

i. consolidated interest coverage ratio of not less than 2.50; and

ii. consolidated net debt (total debt excluding deferred financing fees debt less cash equivalents) to consolidated adjusted earnings before interest, taxes and DD&A (“EBITDA”) of not more than 3.00.

During the three months ended March 31, 2026, the Company re-purchased $9.2 million of 9.75% Senior Notes for cash consideration of $8.1 million resulting in a $0.6 million gain on purchase, which included the write-off of deferred financing fees of $0.5 million.

As at March 31, 2026, the Company was in compliance with all applicable covenants related to Senior Notes.

Credit facility

As at March 31, 2026, the Company, through its wholly owned subsidiary Gran Tierra Canada Ltd., had a revolving credit facility with National Bank of Canada with a borrowing base of C$100.0 million (US$71.9 million) and the available commitment of a C$75.0 million (US$54.0 million) revolving credit facility comprised of C$60.0 million (US$43.2 million) syndicated facility and C$15.0 million (US$10.8 million) 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. The revolving credit facility matures on October 30, 2027. As of March 31, 2026, the revolving credit facility remained undrawn.

Leases

During the three months ended March 31, 2026, the Company entered intoone finance lease of $15.6 million, one operating lease of $4.0 million, and modified certain existing finance leases, increasing them by $2.7 million.

The new finance lease has athree-year term and a discount rate of 9.6% and the new operating lease has afive-year term and a discount rate of 9.1%.

Interest Expense

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

Three Months Ended March 31,
(Thousands of U.S. Dollars)20262025
Contractual interest and other financing expenses$38,585$19,402
Amortization of debt issuance costs11,2933,833
$49,878$23,235
  1. Prepayment agreements

During the three months ended March 31, 2026, the Company amended its existing prepayment agreement with Trafigura. The amended agreement provides for total prepayments of up to $350.0 million, including $325.0 million available immediately and an additional $25.0 million available at Trafigura’s sole discretion and includes both Ecuadorian and Colombian crude oil production. The term of the amended prepayment agreement is 48 months.

Amounts drawn on this prepayment agreement are to be repaid through future oil deliveries. Shortfalls in crude oil deliveries in any given repayment period can be delivered during the next repayment period within three calendar months or paid in cash thereafter. Amounts under the prepayment facility are subject to interest based on SOFR risk-free rate plus a margin of 4.45% per annum. Under the terms of the prepayment agreement, the Company can repay the outstanding balance of the advance payment at any time without penalty. The Company was granted a grace period for re-payment of the principal amount drawn under the prepayment agreement with first re-payment starting April 2026.

Pursuant to the amended and restated prepayment agreement, proceeds from the new advance are required to be used exclusively to finance the repurchase or exchange of Senior Notes and to pay fees and expenses associated with the amended agreement.

The Company is required to maintain compliance with the following financial covenants related to amounts drawn under the prepayment agreement semi-annually, calculated on March 31 and September 30 of each year:

i. Asset Coverage Ratio of at least 150%, calculated using the net present value of the consolidated future cash flows of certain wholly owned subsidiaries of the Company that sell crude oil, projected through the final maturity date and discounted at 10% over the outstanding principal and the interest payable amount on the prepayment agreement at each reporting period. The net present value of the consolidated future cash flows of the Company is required to be based on 90% of the prevailing ICE Brent forward strip.

ii. Debt Service Coverage Ratio of at least 200%, calculated using the estimated crude oil to be delivered by the Company from any relevant time up to the final maturity date based on 80% of the prevailing ICE Brent forward strip and adjusted for quality differential and transportation discount over the outstanding principal amount under the prepayment agreement.

As at March 31, 2026, there was $316.5 million outstanding (December 31, 2025 - $150.0 million) on the oil prepayment agreement. Of this amount, $86.3 million (December 31, 2025 - $34.1 million) was classified as a current portion and included in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet.

  1. Share Capital
Shares of Common Stock
Shares issued and outstanding at December 31, 202535,298,774
Shares issued on option exercise47,692
Shares issued and outstanding at March 31, 202635,346,466

As at March 31, 2026, the Company had a share re-purchase program (the “2025 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 2025 Program, the Company is able to purchase up to 2,925,720 shares of Common Stock, par value of $0.001 per share (“Common Stock”) representing 10% of the public float as of October 31, 2025, at prevailing market prices at the time of purchase. The 2025 Program will continue for one year and expire on November 5, 2026, or earlier if the 10% maximum is reached.

During the three months ended March 31, 2026, the Company did not re-purchase any shares under the 2025 Program (three months ended March 31, 2025 -453,050 shares re-purchased under the 2024 program at a weighted average price of $5.33 per share).

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 three months ended March 31, 2026:

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, 20257,595,979876,5381,064,8241,043,9969.61
Granted4,234,770230,4821,048,886——
Exercised(1,491,419)—(326,161)(48,368)6.90
Forfeited(310,528)—(35,781)(2,058)8.60
Expired———(365,361)8.23
Balance, March 31, 202610,028,8021,107,0201,751,768628,20910.62

As at March 31, 2026, the equity compensation award liability on the Company’s balance sheet included $2.1 million of current liability related to the Company’s outstanding stock options.

For the three months ended March 31, 2026 and 2025, there was $19.7 million expense and $0.5 million recovery of stock-based compensation, respectively.

As at March 31, 2026, there was $70.4 million (December 31, 2025 - $15.4 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 2.2 years. During the three months ended March 31, 2026, the Company paid out$6.0 million for PSUs vested on December 31, 2025 (three months ended March 31, 2025 - $10.4 million for PSUs vested on December 31, 2024).

During the three months ended March 31, 2026, the Company awarded 1.0 million RSUs to employees pursuant to the existing 2007 Equity Incentive Plan. 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, 2026, 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 months ended March 31, 2026 and 2025, all options were excluded from the diluted loss per share calculation as the options were anti-dilutive.

  1. Revenue
Three Months Ended March 31, 2026
Crude OilNatural GasNGLTotal Revenue
Colombia102,324——102,324
Ecuador40,745——40,745
Canada18,7387,9102,34028,988
$161,807$7,910$2,340$172,057
Three Months Ended March 31, 2025
Crude OilNatural GasNGLTotal Revenue
Colombia117,648——117,648
Ecuador21,023——21,023
Canada18,1087,8783,51629,502
$156,779$7,878$3,516$168,173

During the three months ended March 31, 2026, the Company’s production was sold primarily to one major customer, representing 74% of the total Company’s sales volumes (three months ended March 31, 2025 - one major customer, representing 65%of total Company’s sales volumes), reported in each of the reportable segments.

As at March 31, 2026, accounts receivable included $27.6 million of accrued sales revenue related to March 2026 production (December 31, 2025 - $14.8 million related to December 2025 production).

  1. Taxes

The Company’s effective tax rate was 18% for the three months ended March 31, 2026, compared to a negative 23% in the corresponding period of 2025.

Current income tax expense was $5.9 million for the three months ended March 31, 2026, compared to $8.3 million in the corresponding period of 2025, primarily due to lower taxable income.

For the three months ended March 31, 2026, the Company recognized a deferred tax recovery of $32.4 million, primarily attributable to an increase in deductible temporary differences arising from tax losses generated during the period and accruals. This recovery was partially offset by temporary differences related to accelerated tax depreciation in excess of accounting depreciation.

For the three months ended March 31, 2025, the deferred income tax recovery of $4.7 million was mainly due to the use of a higher enacted tax rate on Colombian tax losses. These were partially offset by higher tax depreciation relative to accounting depreciation.

For the three months ended March 31, 2026, the difference between the effective tax rate of 18% and the 21%statutory tax rate was primarily due to an increase in the non-deductible foreign translation adjustments and other permanent differences. This was partially offset by an increase in the impact of foreign taxes.

For the three months ended March 31, 2025, the difference between the effective tax rate of negative 23% and the 21% 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.

  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 March 31, 2026, the Company had provided letters of credit and other credit support totaling $222.5 million, of which $61.3 million was related to capital commitments in the Suroriente Block and $0.5 million related to transportation capacity in Canada with the remaining as security relating to work commitment guarantees in Colombia and Ecuador contained in exploration contracts, other capital or operating requirements (December 31, 2025 - $209.0 million).

  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 March 31, 2026, the Company’s financial instruments recognized on the balance sheet consist of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, derivatives, 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 March 31, 2026, and December 31, 2025:

(Thousands of U.S. Dollars)As at March 31, 2026As at December 31, 2025
Liabilities
7.75% Senior Notes$20,329$19,784
9.50% Senior Notes80,253505,020
9.75% Senior Notes435,958—
$536,540$524,804
Assets
Restricted cash and cash equivalents - long-term (1)$10,100$9,735
Foreign currency derivatives - current44410,147
$10,544$19,882
Liabilities
Commodity derivatives - current$76,891$—
$76,891$—

(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.

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.

Financial instruments recorded at amortized cost at March 31, 2026, were the Senior Notes (Note 6).

At March 31, 2026, the carrying amounts of the 7.75% Senior Notes,9.50% Senior Notes and 9.75% Senior Notes were $24.0 million, $83.5 million and $466.2 million, respectively, which represented the aggregate principal amounts less unamortized debt issuance costs and discounts, and the fair values were $20.3 million,$80.3 million and$436.0 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 March 31,
(Thousands of U.S. Dollars)20262025
Commodity price derivative loss$88,618$1,467
Foreign currency derivative gain(208)—
Derivative instruments loss$88,410$1,467

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 March 31, 2026, the Company had outstanding commodity price derivative positions in Canada and Colombia as follows:

Oil
Type of InstrumentStart PeriodEnd PeriodVolumebbl/dReferenceSold Put (C$/bbl or $/bbl Weighted Average)Purchased Put (C$/bbl or $/bbl Weighted Average)Sold Call(C$/bbl or $/bbl Weighted Average)Premium (C$/bbl or $/bbl Weighted Average)
3 WayApril 01, 2026June 30, 202611,500Brent48.2658.4872.03—
CollarApril 01, 2026June 30, 20261,000Brent—60.0076.75—
3 WayApril 01, 2026June 30, 20261,000WTI CMAC$62.50C$72.50C$103.70C$0.95
CollarApril 01, 2026June 30, 2026500WTI CMA—C$75.00C$91.95—
Call OptionApril 01, 2026June 30, 20264,500Brent——102.229.96
Call OptionApril 01, 2026June 30, 2026500WTI CMA——C$130.00C$13.45
Put OptionApril 01, 2026June 30, 20262,500Brent—64.00—4.06
3 WayJuly 01, 2026September 30, 202614,000Brent48.7958.7971.35—
Put OptionJuly 01, 2026September 30, 2026500Brent—60.00—4.30
3 WayJuly 01, 2026September 30, 20261,000WTI CMAC$62.50C$72.50C$103.70C$0.95
CollarJuly 01, 2026September 30, 2026500WTI CMA—C$75.00C$91.95—
3 WayOctober 01, 2026December 31, 202614,000Brent48.4358.4370.87—
Put OptionOctober 01, 2026December 31, 2026500Brent—60.00—4.30
3 WayOctober 01, 2026December 31, 2026500WTI CMAC$60.00C$70.00C$107.00C$1.90
CollarOctober 01, 2026December 31, 2026500WTI CMA—C$70.00C$92.47C$—
3 WayJanuary 01, 2027March 31, 20273,000Brent58.3371.6789.55—
Natural Gas
Type of InstrumentStart PeriodEnd PeriodVolume,GJ/dayReferenceSold Swap (C$/GJ, Weighted Average)Purchased Put (C$/GJ, Weighted Average)Sold Call(C$/GJ, Weighted Average)
SwapApril 01, 2026June 30, 202620,000Aeco 5A2.71——
SwapJuly 01, 2026September 30, 202620,000Aeco 5A2.71——
SwapOctober 01, 2026December 31, 20266,739Aeco 5A2.71——

Foreign Exchange Risk

The Company is exposed to foreign exchange risk arising from Colombian and Canadian operations predominantly related to operating and transportation costs. Revenue and general and administrative expenses associated with the Company’s Canadian operations are also subject to foreign currency fluctuations. To mitigate exposure to fluctuations in foreign exchange, the Company may enter into foreign currency exchange derivatives.

As at March 31, 2026, the Company had the following outstanding foreign currency exchange derivative positions:

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: April 2026, to March 202712,00044,040COP3,7904,080

Subsequent to March 31, 2026, the Company entered into the following foreign currency exchange derivative positions:

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: May 2026, to April 202724,00088,080COP3,7254,004
  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 March 31, · As at December 31,
(Thousands of U.S. Dollars)2026202520252024
Cash and cash equivalents$124,752$76,566$82,931$103,379
Restricted cash and cash equivalents - current (1)—1,142—1,142
Restricted cash and cash equivalents - long-term (2)10,1008,1859,7356,816
$134,852$85,893$92,666$111,337

(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:

Three Months Ended March 31,
(Thousands of U.S. Dollars)20262025
Accounts receivable and other long-term assets$(46,805)$5,703
Derivatives9,587—
Prepaids and inventory(3,405)3,239
Oil prepayment proceeds166,500—
Accounts payable and accrued liabilities, and other long-term liabilities20,63119,204
Taxes receivable and payable(2,769)(8,453)
Net changes in assets and liabilities from operating activities$143,739$19,693

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

Three Months Ended March 31,
(Thousands of U.S. Dollars)20262025
Additions to property, plant and equipment$(45,359)$(94,727)
Increase in accounts payable and accrued liabilities4,28126,567
(Increase) decrease in accounts receivable(462)656
Net cash additions to property, plant and equipment$(41,540)$(67,504)

The following table provides additional supplemental cash flow disclosures:

Three Months Ended March 31,
(Thousands of U.S. Dollars)20262025
Cash paid for income taxes$24,426$—
Cash paid for withholding taxes$5,471$6,784
Cash paid for interest$20,580$828
Non-cash investing activities:
Net liabilities related to property, plant and equipment, end of period$45,510$88,338
ContentsView on SEC.gov

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