GRAN TIERRA ENERGY INC.

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

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, 2026 · Filed Aug 5, 2026

GTE$9.42+0.3%Stored close · as of Nov 6, 2026

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Contents

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,
	2026	2025	2026	2025
OIL, NATURAL GAS AND NGL SALES (Note 9)	$187,181	$149,357	$359,238	$317,530
EXPENSES
Operating	51,561	55,602	117,710	122,692
Transportation	3,907	4,494	9,210	9,045
Other taxes	1,389	577	2,430	1,058
Depletion, depreciation and accretion (Note 5)	62,334	68,635	132,208	140,837
General and administrative	9,462	14,682	44,287	26,091
Severance	95	—	2,563	—
Foreign exchange loss	2,603	3,716	4,028	7,554
Derivative instruments (gain) loss (Note 12)	(11,864)	(14,032)	76,546	(12,565)
Interest expense (Note 6)	24,473	24,366	74,351	47,601
	143,960	158,040	463,333	342,313
INTEREST INCOME	503	251	904	676
OTHER INCOME (Note 6)	1,625	339	2,773	287
INCOME (LOSS) BEFORE INCOME TAXES	45,349	(8,093)	(100,418)	(23,820)
INCOME TAX EXPENSE (RECOVERY)
Current (Note 10)	9,115	2,195	14,965	10,460
Deferred (Note 10)	11,373	2,453	(21,072)	(2,259)
	20,488	4,648	(6,107)	8,201
NET INCOME (LOSS)	$24,861	$(12,741)	$(94,311)	$(32,021)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment	(1,864)	9,583	(2,949)	9,774
COMPREHENSIVE INCOME (LOSS)	$22,997	$(3,158)	$(97,260)	$(22,247)
NET INCOME (LOSS) PER SHARE
- BASIC and DILUTED	$0.70	$(0.36)	$(2.67)	$(0.90)
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC and DILUTED (Note 8)	35,368,716	35,334,692	35,334,469	35,554,806

Condensed Consolidated Balance Sheets (Unaudited)

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

	As at June 30, 2026	As at December 31, 2025
ASSETS
Current Assets
Cash and cash equivalents (Note 13)	$126,728	$82,931
Accounts receivable	32,838	32,908
Inventory	48,425	55,384
Taxes receivable (Note 4)	15,038	27,113
Derivatives (Note 12)	3,077	10,147
Prepaid expenses	12,856	5,044
Total Current Assets	238,962	213,527
Oil and Gas Properties
Proved	1,073,792	1,154,836
Unproved	108,769	108,339
Total Oil and Gas Properties	1,182,561	1,263,175
Other capital assets	54,381	41,245
Total Property, Plant and Equipment (Note 5)	1,236,942	1,304,420
Other Long-Term Assets
Deferred tax assets	66,640	56,268
Taxes receivable long-term (Note 4)	10,227	1,912
Other long-term assets (Note 12 and 13)	11,324	9,952
Total Other Long-Term Assets	88,191	68,132
Total Assets	$1,564,095	$1,586,079
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable, accrued liabilities and other (Note 6 and 7)	$383,814	$314,005
Current portion of long-term debt (Note 6 and 12)	45,717	21,212
Taxes payable (Note 4)	15,109	11,906
Derivatives (Note 12)	30,693	—
Equity compensation award liability (Note 8)	17,991	8,569
Total Current Liabilities	493,324	355,692
Long-Term Liabilities
Long-term debt (Note 6 and 12)	551,812	686,521
Customer advance (Note 7)	201,409	115,909
Deferred tax liabilities	40,740	53,458
Asset retirement obligation	113,527	118,876
Equity compensation award liability (Note 8)	17,032	14,993
Other long-term liabilities (Note 4)	14,019	11,886
Total Long-Term Liabilities	938,539	1,001,643
Contingencies (Note 11)
Shareholders' Equity
Common Stock (35,380,429 and 35,298,774 issued and outstanding shares of Common Stock as at June 30, 2026 and December 31, 2025, respectively, par value $0.001 per share), (Note 8)	9,939	9,939
Additional paid-in capital	1,269,926	1,269,178
Accumulated other comprehensive (loss) gain	(389)	2,560
Deficit	(1,147,244)	(1,052,933)
Total Shareholders’ Equity	132,232	228,744
Total Liabilities and Shareholders’ Equity	$1,564,095	$1,586,079

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Thousands of U.S. Dollars)

	Six Months Ended June 30,
	2026	2025
Operating Activities
Net loss	$(94,311)	$(32,021)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depletion, depreciation and accretion (Note 5)	132,208	140,837
Deferred tax recovery (Note 10)	(21,072)	(2,259)
Stock-based compensation expense (Note 8)	15,919	29
Amortization of debt issuance costs (Note 6)	13,015	7,915
Unrealized foreign exchange loss	2,663	4,801
(Gain) loss on bond repurchases and exchange (Note 6)	(728)	90
Unrealized derivative instruments loss (gain) (Note 12)	31,432	(10,491)
Cash settlement of asset retirement obligation	(1,510)	(3,045)
Non-cash lease expenses	2,971	3,461
Non-cash interest expense	10,647	—
Lease payments	(3,320)	(3,112)
Net change in assets and liabilities from operating activities (Note 13)	142,234	1,702
Net cash provided by operating activities	230,148	107,907
Investing Activities
Additions to property, plant and equipment (Note 5 and 13)	(102,517)	(153,971)
Proceeds on disposition of property, plant and equipment (Note 5)	57,944	—
Proceeds from assets exchange (Note 5)	583	—
Net cash used in investing activities	(43,990)	(153,971)
Financing Activities
Proceeds from long-term debt, net of issuance costs	—	44,781
Repayment of long-term debt	—	(1,894)
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)	—	(3,466)
Proceeds from exercise of stock options	748	22
Lease payments	(8,347)	(7,849)
Net cash (used in) provided by financing activities	(140,686)	5,054
Foreign exchange loss on cash, cash equivalents and restricted cash and cash equivalents	(297)	(766)
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents	45,175	(41,776)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period (Note 13)	92,666	111,337
Cash and cash equivalents and restricted cash and cash equivalents, end of period (Note 13)	$137,841	$69,561
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,
	2026	2025	2026	2025
Share Capital
Balance, beginning of period	$9,939	$9,939	$9,939	$9,940
Cancellation of shares of Common Stock (Note 8)	—	—	—	(1)
Balance, end of period	$9,939	$9,939	$9,939	$9,939
Additional Paid-in Capital
Balance, beginning of period	$1,269,611	$1,269,557	$1,269,178	$1,273,343
Exercise of stock options	315	22	748	22
Stock-based compensation (Note 8)	—	175	—	1,918
Cancellation of shares of Common Stock (Note 8)	—	(1,100)	—	(6,629)
Balance, end of period	$1,269,926	$1,268,654	$1,269,926	$1,268,654
Treasury Stock
Balance, beginning of period	$—	$(49)	$—	$(3,165)
Re-purchase of shares of Common Stock (Note 8)	—	(1,051)	—	(3,465)
Cancellation of shares of Common Stock (Note 8)	—	1,100	—	6,630
Balance, end of period	$—	$—	$—	$—
Accumulated other comprehensive income (loss)
Balance, beginning of period	$1,475	$(6,545)	$2,560	$(6,736)
Other comprehensive (loss) income	(1,864)	9,583	(2,949)	9,774
Balance, end of period	$(389)	$3,038	$(389)	$3,038
Deficit
Balance, beginning of period	$(1,172,105)	$(879,094)	$(1,052,933)	$(859,814)
Net income (loss)	24,861	(12,741)	(94,311)	(32,021)
Balance, end of period	$(1,147,244)	$(891,835)	$(1,147,244)	$(891,835)
Total Shareholders’ Equity	$132,232	$389,796	$132,232	$389,796

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

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.

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.

Recently Issued Accounting Pronouncements

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations, which establishes guidance on the recognition, measurement, and disclosure of environmental credits and related obligations. The ASU requires entities to recognize qualifying environmental credits as assets measured at cost and to record environmental credit obligations as emissions occur, measured based on the carrying amount of credits held and the fair value of any additional credits required for settlement. The ASU is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those years, with early adoption permitted. The Company is currently assessing the impact this update will have on its financial statements.

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 Operating 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, 2026
(Thousands of U.S. Dollars)	Colombia	Ecuador	Canada	Other	Total
Oil, natural gas and NGL sales	$118,136	$41,964	$27,081	$—	$187,181
Operating expenses	33,152	6,196	12,213	—	51,561
Transportation expenses	2,327	1,182	398	—	3,907
Segmented earnings	$82,657	$34,586	$14,470	$—	$131,713
Other taxes			1,389
Depletion, depreciation and accretion (“DD&A”) expenses			62,334
General and administrative expenses			9,462
Severance			95
Foreign exchange loss			2,603
Derivative instruments gain			(11,864)
Interest expense			24,473
Non-segmented expenses			88,492
Other income			1,625
Interest income			503
Income before income taxes			45,349
Income tax expense			20,488
Net income			$24,861
Segment capital expenditures	$49,886	$4,206	$6,885	$—	$60,977

	Six Months Ended June 30, 2026
(Thousands of U.S. Dollars)	Colombia	Ecuador	Canada	Other	Total
Oil, natural gas and NGL sales	$220,460	$82,709	$56,069	$—	$359,238
Operating expenses	68,194	22,148	27,368	—	117,710
Transportation expenses	4,599	3,736	875	—	9,210
Segmented earnings	$147,667	$56,825	$27,826	$—	$232,318
Other taxes			2,430
Depletion, depreciation and accretion (“DD&A”) expenses			132,208
General and administrative expenses			44,287
Severance			2,563
Foreign exchange loss			4,028
Derivative instruments loss			76,546
Interest expense			74,351
Non-segmented expenses			336,413
Other income			2,773
Interest income			904
Loss before income taxes			(100,418)

Income tax recovery			(6,107)
Net loss			$(94,311)
Segment capital expenditures	$70,759	$19,952	$11,806	$—	$102,517

	Three Months Ended June 30, 2025
(Thousands of U.S. Dollars)	Colombia	Ecuador	Canada	Other	Total
Oil, natural gas and NGL sales	$109,692	$8,495	$31,170	$—	$149,357
Operating expenses	38,180	4,122	13,300	—	55,602
Transportation expenses	3,735	441	318	—	4,494
Segmented earnings	$67,777	$3,932	$17,552	$—	$89,261
Other taxes			577
Depletion, depreciation and accretion (“DD&A”) expenses			68,635
General and administrative expenses			14,682
Foreign exchange loss			3,716
Derivative instruments gain			(14,032)
Interest expense			24,366
Non-segmented expenses			97,944
Other income			339
Interest income			251
Loss before income taxes			(8,093)
Income tax expense			4,648
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)	Colombia	Ecuador	Canada	Other	Total
Oil, natural gas and NGL sales	$227,340	$29,518	$60,672	$—	$317,530
Operating expenses	80,670	12,195	29,827	—	122,692
Transportation expenses	6,946	1,534	565	—	9,045
Segmented earnings	$139,724	$15,789	$30,280	$—	$185,793
Other taxes			1,058
Depletion, depreciation and accretion (“DD&A”) expenses			140,837
General and administrative expenses			26,091
Foreign exchange loss			7,554
Derivative instruments gain			(12,565)
Interest expense			47,601
Non-segmented expenses			210,576
Other income			287

Interest income			676
Loss before income taxes			(23,820)
Income tax expense			8,201
Net loss			$(32,021)
Segment capital expenditures	$60,418	$45,587	$47,536	$430	$153,971

	As at June 30, 2026
(Thousands of U.S. Dollars)	Colombia	Ecuador	Canada	Other	Total
Property, plant and equipment	$954,619	$167,553	$108,272	$6,498	$1,236,942
All other assets	164,168	83,069	42,518	37,398	327,153
Total Assets	$1,118,787	$250,622	$150,790	$43,896	$1,564,095
	As at December 31, 2025
(Thousands of U.S. Dollars)	Colombia	Ecuador	Canada	Other	Total
Property, plant and equipment	$935,351	$176,003	$185,226	$7,840	$1,304,420
All other assets	150,524	55,313	39,093	36,729	281,659
Total Assets	$1,085,875	$231,316	$224,319	$44,569	$1,586,079

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, 2026	As at December 31, 2025
Taxes Receivable
Current
VAT Receivable	$1,153	$1,394
Income Tax Receivable	13,885	25,719
	$15,038	$27,113
Long-Term
Income Tax Receivable	$10,227	$1,912
Taxes Payable
Current
VAT Payable	$(4,709)	$(5,189)
Income Tax Payable	(10,400)	(6,717)
	$(15,109)	$(11,906)
Long-Term
Income Tax Payable(1)	$(2,062)	$—
Total Net Taxes Receivable	$8,094	$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 Receivable	Total Net Taxes Receivable
Balance, as at December 31, 2025	$(3,795)	$20,914	$17,119
Collected through direct government refunds	(49)	(15,746)	(15,795)
Collected through sales contracts	(51,817)	—	(51,817)
Taxes paid	52,069	7,995	60,064
Withholding taxes paid	688	12,889	13,577
Current tax expense	—	(14,965)	(14,965)
Foreign exchange (loss) gain	(652)	563	(89)
Balance, as at June 30, 2026	$(3,556)	$11,650	$8,094

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

Property, Plant and Equipment

(Thousands of U.S. Dollars)	As at June 30, 2026	As at December 31, 2025
Oil and natural gas properties
Proved	$5,613,178	$5,587,422
Unproved	108,769	108,339
	5,721,947	5,695,761
Other (1)	105,948	78,780
	5,827,895	5,774,541
Accumulated depletion, depreciation and impairment	(4,590,953)	(4,470,121)
	$1,236,942	$1,304,420

(1) The “other” category includes right-of-use assets for operating and finance leases of $90.0 million, which had a net book value of $42.9 million as at June 30, 2026 (December 31, 2025 - $65.0 million, which had a net book value of $30.8 million).

During the three and six months ended June 30, 2026, the Company entered into three and four new finance leases related to power generation agreements in Ecuador and Colombia and recognized right-of-use assets of $5.3 million and $21.0 million, respectively, related to these agreements. During the six months ended June 30, 2026, the Company entered intoone new operating office lease agreement in Colombia and recognized right-of-use asset of $4.0 million related to this agreement.

For the three and six months ended June 30, 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 June 30, 2026 as follows: Brent Crude $78.55 per bbl, Edmonton Light Crude of C$98.28 per bbl, Alberta AECO spot price of C$1.55 per MMBtu, Edmonton Propane C$32.84 per boe, Edmonton Butane C$41.70 per boe and Edmonton Condensate C$100.06 per boe (June 30, 2025 as follows: Brent Crude of $73.60 per bbl, Edmonton Light Crude of C$91.55 per bbl, 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 per boe).

On June 30, 2026, the Company completed an asset exchange transaction in which it transferred a 30% working interest ("WI") in certain oil and natural gas rights, wells, and tangible assets located in the Marten Hills area, in exchange for oil and natural gas rights, wells, and tangible assets in the Seal/Dawson area, WI ranging from 35% to 100%. In connection with this transaction, the Company received cash consideration of C$0.8 million (US$0.6 million).

On June 23, 2026, the Company completed a disposition of 54% WI and associated title rights in the Lodgepole area in Canada effective January 1, 2026, for a total cash consideration of C$12.8 million (US$9.3 million). As part of disposition, the Company derecognized asset retirement obligation attributed to Lodgepole area totaling C$17.5 million (US$12.8 million) on an undiscounted basis and C$9.0 million (US$6.6 million) on a discounted basis. No gain or loss was recognized in the statement of operations as the disposal did not materially change the relationship between capital costs and the proved reserves of oil and natural gas assets.

On March 10, 2026, the Company completed the disposition of the entire 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). No gain or loss was recognized in the statement of operations as 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. On May 27, 2026, the Company satisfied all outstanding conditions precedent to the partnership agreement and received regulatory approval.

Debt and Debt Issuance Costs

The Company’s debt as at June 30, 2026, and December 31, 2025, was as follows:

(Thousands of U.S. Dollars)	As at June 30, 2026	As at December 31, 2025
Current
7.75% Senior Notes	$24,201	$—
9.50% Senior Notes	21,910	21,910
Unamortized Senior Notes discount	(247)	(496)
Unamortized debt issuance costs	(147)	(202)
	$45,717	$21,212
Long-Term
7.75% Senior Notes, due May 2027 (“7.75% Senior Notes”)	$—	$24,201
9.50% Senior Notes, due October 2029 (“9.50% Senior Notes”)	65,729	694,430
9.75% Senior Notes, due April 2031 (“9.75% Senior Notes”)	494,353	—
Unamortized Senior Notes discount	(21,343)	(29,365)
Unamortized debt issuance costs (1)	(9,233)	(14,458)
	529,506	674,808
Long-term lease obligation (2)	22,306	11,713
	$551,812	$686,521
Total Debt	$597,529	$707,733

(1)Includes $0.1 million of deferred financing fees related to Canadian revolving credit facility as at June 30, 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 condensed consolidated balance sheet and totaled $25.2 million as at June 30, 2026 (December 31, 2025 - $17.0 million).

(Thousands of U.S. Dollars)	9.50% Senior Notes	9.75% 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, June 30, 2026	$87,639	$494,353

During the six months ended June 30, 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 a 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. On or before December 31, 2026 (“the Offer Date”), the Company is required to offer to purchase up to $30.0 million aggregate principal amount of the 9.75% Senior Notes (“the Offer Amount”). The Offer Amount will be reduced by the aggregate principal amount of any 9.75% Senior Notes redeemed or re-purchased by the Company in the open market transactions before the Offer Date.

During the six months ended June 30, 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. Subsequent to the quarter, the Company re-purchased an additional $15.0 million of 9.75% Senior Notes for cash consideration of $13.5 million.

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 less cash equivalents) to consolidated adjusted earnings before interest, taxes and DD&A (“EBITDA”) of not more than 3.00.

As at June 30, 2026, the Company was in compliance with all applicable covenants related to Senior Notes.

Credit facility

On May 12, 2026, the Company, through its wholly owned subsidiary Gran Tierra Canada Ltd., amended its revolving credit facility with National Bank of Canada. As part of the amendment, the borrowing base has decreased to C$75.0 million (US$52.8 million). The available commitment under the revolving credit facility remained unchanged of a C$75.0 million (US$52.8 million), comprised of a C$60.0 million (US$42.3 million) syndicated facility and C$15.0 million (US$10.6 million) of operating facility. The amounts drawn down 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 a 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 June 30, 2026, the revolving credit facility remained undrawn.

Leases

During the three and six months ended June 30, 2026, the Company entered into three andfour finance leases of $5.3 million and $21.0 million, respectively. The new finance leases had athree-year term and a weighted average discount rate of 9.6%.

During the six months ended June 30, 2026, the Company entered intoone operating lease of $4.0 million which had 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 June 30,		Six Months Ended June 30,
(Thousands of U.S. Dollars)	2026	2025	2026	2025
Contractual interest and other financing expenses	$22,751	$20,284	$61,336	$39,686
Amortization of debt issuance costs	1,722	4,082	13,015	7,915
	$24,473	$24,366	$74,351	$47,601

Prepayment agreements

During the six months ended June 30, 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 re-purchase 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 June 30, 2026, there was $287.7 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.

(Thousands of U.S. Dollars)
Outstanding balance on oil prepayment, December 31, 2025	$150,000
Prepayment advances	166,500
Repayments	(28,773)
Outstanding balance on oil prepayment, June 30, 2026	$287,727

During the three and six months ended June 30, 2026, the Company drewnil and $166.5 million on oil prepayment and re-paid $28.8 million of the outstanding principal on oil prepayment via crude oil deliveries.

As of June 30, 2026, the Company was in compliance with all applicable covenants under the prepayment agreement.

Share Capital

	Shares of Common Stock
Shares issued and outstanding at December 31, 2025	35,298,774
Shares issued on option exercise	81,655
Shares issued and outstanding at June 30, 2026	35,380,429

As at June 30, 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 and six months ended June 30, 2026, the Company did not re-purchase any shares under the 2025 Program (three and six months ended June 30, 2025 -239,754 and 692,804 shares re-purchased under the 2024 program at a weighted average price of $4.38 and $5.00 per share, respectively).

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, 2026:

PSUs · DSUs · RSUs · Stock Options
	Number of Outstanding Share Units	Number of Outstanding Share Units	Number of Outstanding Share Units	Number of Outstanding Stock Options	Weighted Average Exercise Price/Stock Option ($)
Balance, December 31, 2025	7,595,979	876,538	1,064,824	1,043,996	9.61
Granted	4,234,770	230,482	1,048,886	—	—
Exercised	(1,491,419)	(321,660)	(330,744)	(88,051)	7.58
Forfeited	(442,596)	—	(44,805)	(7,325)	10.25
Expired	—	—	—	(373,095)	8.30
Balance, June 30, 2026	9,896,734	785,360	1,738,161	575,525	10.76

As at June 30, 2026, 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 (December 31, 2025 - $0.6 million).

For the three and six months ended June 30, 2026, there was $3.8 million of stock-based compensation recovery and $15.9 million of stock-based compensation expense, respectively. For the three and six months ended June 30, 2025, stock-based compensation expense was $0.5 million andnil, respectively.

As at June 30, 2026, there was $43.6 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 2.0 years. During the six months ended June 30, 2026, the Company paid out$6.0 million for PSUs which vested on December 31, 2025 (six months ended June 30, 2025 - $7.2 million for PSUs which vested on December 31, 2024).

During the three and six months ended June 30, 2026, the Company awardednil and 1.0 million of 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, 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 and six months ended June 30, 2026 and 2025, all options were excluded from the diluted earnings (loss) per share calculation as the options were anti-dilutive.

Revenue

	Three Months Ended June 30, 2026				Six Months Ended June 30, 2026
	Crude Oil	Natural Gas	NGL	Total Revenue	Crude Oil	Natural Gas	NGL	Total Revenue
Colombia	118,136	—	—	118,136	220,460	—	—	220,460
Ecuador	41,964	—	—	41,964	82,709	—	—	82,709
Canada	21,086	4,075	1,920	27,081	39,824	11,985	4,260	56,069
	$181,186	$4,075	$1,920	$187,181	$342,993	$11,985	$4,260	$359,238

	Three Months Ended June 30, 2025				Six Months Ended June 30, 2025
	Crude Oil	Natural Gas	NGL	Total Revenue	Crude Oil	Natural Gas	NGL	Total Revenue
Colombia	109,692	—	—	109,692	227,340	—	—	227,340
Ecuador	8,495	—	—	8,495	29,518	—	—	29,518
Canada	19,647	9,180	2,343	31,170	37,755	17,058	5,859	60,672
	$137,834	$9,180	$2,343	$149,357	$294,613	$17,058	$5,859	$317,530

During the three and six months ended June 30, 2026, the Company’s production was sold primarily to one major customer, representing 69% and 71% of the total Company’s sales volumes (three and six months ended June 30, 2025 - one major customer, representing 64% and 65%of the total Company’s sales volumes), respectively, reported in each of the reportable segments.

As at June 30, 2026, accounts receivable included $10.9 million of accrued sales revenue related to June 2026 production (December 31, 2025 - $14.8 million related to December 2025 production).

Taxes

The Company’s effective tax rate was 6% for the six months ended June 30, 2026, compared to a negative 34% in the corresponding period of 2025.

Current income tax expense was $15.0 million for the six months ended June 30, 2026, compared to $10.5 million in the corresponding period of 2025, primarily due to higher taxable income.

For the six months ended June 30, 2026, the Company recognized a deferred tax recovery of $21.1 million, primarily attributable to an increase in deductible temporary differences arising from tax losses generated during the period, unrealized hedging losses and accruals. 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, 2025, the deferred income tax recovery of $2.3 million was 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, 2026, the difference between the effective tax rate of 6% and the 21% statutory tax rate was primarily due to an increase in the non-deductible foreign translation adjustments and other non-deductible expenses. This was partially offset by an increase in the impact of foreign taxes and the 2025 true-up (recovery).

For the six months ended June 30, 2025, the difference between the effective tax rate of negative 34% 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.

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, 2026, the Company had provided letters of credit and other credit support totaling $222.5 million, of which $39.1 million was related to capital commitments in the Suroriente Block which were completed by the end of the quarter and $0.5 million related to transportation capacity in Canada with the remainder 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).

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, 2026, the Company’s financial instruments recognized on the balance sheet consist of cash and cash equivalents, accounts receivable, derivatives, other long-term assets, 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, 2026, and December 31, 2025:

(Thousands of U.S. Dollars)	As at June 30, 2026	As at December 31, 2025
Liabilities
7.75% Senior Notes	$22,749	$19,784
9.50% Senior Notes	83,257	505,020
9.75% Senior Notes	433,757	—
	$539,763	$524,804
Assets
Restricted cash and cash equivalents - long-term (1)	$11,113	$9,735
Foreign currency derivatives - current	3,077	10,147
	$14,190	$19,882
Liabilities
Commodity derivatives - current	$30,693	$—

(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 June 30, 2026, were the Senior Notes (Note 6).

At June 30, 2026, the carrying amounts of the 7.75% Senior Notes,9.50% Senior Notes and 9.75% Senior Notes were $24.1 million, $83.9 million and $467.3 million, respectively, which represented the aggregate principal amounts less unamortized debt issuance costs and discounts, and the fair values were $22.7 million,$83.3 million and$433.8 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)	2026	2025	2026	2025
Commodity price derivative (gain) loss	$(9,266)	$(6,802)	$79,352	$(5,335)
Foreign currency derivative gain	(2,598)	(7,230)	(2,806)	(7,230)
Derivative instruments (gain) loss	$(11,864)	$(14,032)	$76,546	$(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, 2026, the Company had outstanding commodity price derivative positions in Canada and Colombia as follows:

Oil
Type of Instrument	Start Period	End Period	Volumebbl/d	Reference	Sold 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)
Collar	07/01/26	09/30/26	500	WTI CMA	—	C$75.00	C$91.95	—
Put Option	07/01/26	09/30/26	500	Brent	—	60.00	—	4.30
Put Spread	07/01/26	09/30/26	5,000	Brent	45.00	55.00	—	21.64
Three Way	07/01/26	09/30/26	1,000	WTI CMA	C$62.50	C$72.50	C$103.70	C$0.95
Three Way	07/01/26	09/30/26	9,000	Brent	50.89	60.89	73.23	—
Collar	10/01/26	12/31/26	500	WTI CMA	—	C$70.00	C$92.47	—
Put Option	10/01/26	12/31/26	500	Brent	—	60.00	—	4.30
Three Way	10/01/26	12/31/26	500	WTI CMA	C$60.00	C$70.00	C$107.00	C$1.90
Put Spread	10/01/26	12/31/26	5,000	Brent	45.00	55.00	—	21.64
Three Way	10/01/26	12/31/26	9,000	Brent	50.33	60.33	72.49	—
Three Way	01/01/27	03/31/27	3,000	Brent	58.33	71.67	89.55	—

Natural Gas
Type of Instrument	Start Period	End Period	Volume,GJ/day	Reference	Sold Swap (C$/GJ, Weighted Average)	Purchased Put (C$/GJ, Weighted Average)	Sold Call(C$/GJ, Weighted Average)
Swap	07/01/26	09/30/26	20,000	Aeco 5A	C$2.71	—	—
Swap	10/01/26	12/31/26	6,739	Aeco 5A	C$2.71	—	—

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 June 30, 2026, the Company had the following outstanding foreign currency exchange derivative positions:

Period and Type of Instrument	U.S. Dollars Amount Hedged(Thousands of U.S. Dollars)	COP Equivalent of Amount Hedged (Millions of COP)(1)	Reference	Floor Price(COP, Weighted Average)	Cap Price (COP, Weighted Average)
Collars: July 2026, to March 2027	9,000	30,996	COP	3,790	4,080
Collars: July 2026, to May 2027	32,000	110,208	COP	3,767	4,050

(1)At June 30, 2026 foreign exchange rate.

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)	2026	2025	2025	2024
Cash and cash equivalents	$126,728	$61,028	$82,931	$103,379
Restricted cash and cash equivalents - current	—	—	—	1,142
Restricted cash and cash equivalents - long-term (1)	11,113	8,533	9,735	6,816
	$137,841	$69,561	$92,666	$111,337

(1) 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)	2026	2025
Accounts receivable and other long-term assets	$(394)	$(2,038)
Derivatives	6,292	—
Prepaids and inventory	(3,541)	(11,693)
Oil prepayment	137,727	—
Accounts payable and accrued liabilities, and other long-term liabilities	(6,786)	27,387
Taxes receivable and payable	8,936	(11,954)
Net changes in assets and liabilities from operating activities	$142,234	$1,702

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

	Six Months Ended June 30,
(Thousands of U.S. Dollars)	2026	2025
Additions to property, plant and equipment	$(99,668)	$(145,897)
Decrease in accounts payable and accrued liabilities	(2,841)	(8,911)
(Increase) decrease in accounts receivable	(8)	837
Net cash additions to property, plant and equipment	$(102,517)	$(153,971)

The following table provides additional supplemental cash flow disclosures:

	Six Months Ended June 30,
(Thousands of U.S. Dollars)	2026	2025
Cash paid for income taxes	$7,995	$3,816
Cash paid for withholding taxes	$13,577	$15,654
Cash paid for interest	$33,535	$36,763
Non-cash investing activities:
Net liabilities related to property, plant and equipment, end of period	$38,842	$53,209

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