Form 8-K

8-K — GRAN TIERRA ENERGY INC.

Accession: 0001104659-26-090711

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001273441

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2622187d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622187d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001273441

2026-08-05

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event

reported): August 5, 2026

GRAN TIERRA ENERGY INC.

(Exact Name of Registrant as Specified in

its Charter)

Delaware

001-34018

98-0479924

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

500 Centre Street S.E.

Calgary, Alberta, Canada

T2G 1A6

(Address of Principal Executive Offices)

(Zip Code)

(403) 265-3221

(Registrant’s Telephone Number, Including

Area Code)

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.01 per share

GTE

NYSE American

Toronto Stock Exchange

London Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On August 5, 2026,

Gran Tierra Energy Inc., a Delaware corporation (the “Company”), entered into a Share Sale and Purchase Agreement (the “Share

Purchase Agreement”) with Gran Tierra Energy International Holdings GmbH, a limited liability company incorporated under the laws

of Switzerland and an indirect subsidiary of the Company (the “Seller”), Établissements Maurel & Prom S.A., a company

organized and existing under the laws of France (the “Purchaser Guarantor”), and Maurel & Prom Andina, a company organized

and existing under the laws of France and a wholly-owned subsidiary of the Purchaser Guarantor (the “Purchaser”), pursuant

to which, among other things, Seller will sell all of the issued and outstanding equity interests of its wholly-owned subsidiary, Gran

Tierra Energy CI GmbH, a limited liability company incorporated under the laws of Switzerland (“GTECI”), to the Purchaser

upon and subject to the terms and conditions set forth in the Share Purchase Agreement (such transaction, the “Sale Transaction”).

The total consideration to be paid by Purchaser in the Sale Transaction is $1.33 billion, which includes, among other things, cash, the

assumption of Company debt and a prepayment facility and a note payable 364 days from the date the Share Purchase Agreement was executed,

subject to adjustment as described in the Share Purchase Agreement.

The Sale Transaction will

transfer the ownership of the companies that hold the Company’s assets and operations in Colombia and Ecuador, including certain

employees that operate the related business and assets, to the Purchaser Guarantor. Upon the completion of the Sale Transaction, the Company

will continue to operate its assets in Canada and Azerbaijan.

The Share Purchase Agreement

provides for representations, warranties, covenants (including, but not limited to, certain interim operating covenants with respect to

the Seller and its subsidiaries, and certain confidentiality and non-solicitation covenants binding upon the Seller and its affiliates,

including the Company), releases, indemnification provisions and closing conditions customary for similar transactions, in each case,

as further described in the Share Purchase Agreement.

The closing conditions include,

among others, obtaining approvals and clearance from certain regulatory bodies in Colombia and Ecuador, a waiver and release under a pre-payment

agreement to which subsidiaries of GTECI are parties, the redemption of all of the Company’s outstanding 7.750% Senior Notes due

2027 and the assumption by the Purchaser of the Company’s outstanding 9.500% Senior Secured Amortizing Notes Due 2029 and 9.750%

Senior Secured Amortizing Notes Due 2031 (and, with respect to the 9.750% Senior Secured Amortizing Notes Due 2031, receipt of the requisite

consent from holders related to the assumption of such notes).

The Sale Transaction is also

subject to approval by the Company’s stockholders, and the Company will be filing and disseminating to its stockholders a proxy

statement and other proxy materials with respect thereto. Moreover, the Company has agreed to certain restrictions relating to, in furtherance

of, or in respect of certain “acquisition proposals” (as defined in the Share Purchase Agreement) with third parties, subject

to certain exceptions in respect of “superior proposals” (as defined in the Share Purchase Agreement) where the Company’s

Board of Directors (the “GTE Board”) has determined in good faith that the failure to take certain actions would be inconsistent

with its fiduciary duties pursuant to applicable law.

The Share Purchase Agreement

contains certain termination rights. Upon termination of the Share Purchase Agreement under specified circumstances, including the Seller

terminating the Share Purchase Agreement to enter into an alternative acquisition agreement with respect to a superior proposal in accordance

with the “fiduciary out” provisions of the Share Purchase Agreement described in the foregoing paragraph, the Seller will

be required to pay Purchaser a termination fee of $50,000,000. In addition, and subject to certain limitations, the Seller or Purchaser

may terminate the Share Purchase Agreement if a condition has not been satisfied, or an event, circumstance or condition has occurred

which would prevent a condition from being satisfied, on or before the date that is 12 months after the date on which the Share Purchase Agreement was executed. Additionally, if Seller terminates the Share Purchase

Agreement under certain circumstances, Seller is entitled to retain a $50,000,000 deposit made by Purchaser upon execution of the Share

Purchase Agreement (including any interest thereon). The Share Purchase Agreement contains other termination rights customary for similar

transactions as further described in the Share Purchase Agreement.

The Sale Transaction was

unanimously approved by the GTE Board. In making its determination, the GTE Board received a fairness opinion from BofA Securities, Inc.

that, as of the date of such opinion and subject to and based on customary assumptions, qualifications and limitations, the consideration

to be paid by Purchaser pursuant to the Sale Transaction was fair, from a financial point of view, to the Company. The GTE Board unanimously

determined that the Sale Transaction is in the best interests of the Company and its stockholders, and has unanimously recommended that

the Company’s stockholders vote in favor of the Sale Transaction.

Further information regarding

the proposed Sale Transaction will be contained in the proxy statement that the Company will prepare, file and disseminate in due course

to the stockholders in connection with the special meeting related to the Sale Transaction.

The description of the Share

Purchase Agreement in this Current Report on Form 8-K is qualified in its entirety by reference to the full text thereof, a copy of which

will be filed by the Company as an exhibit to an amendment hereto.

The representations, warranties,

covenants, and agreements contained in the Share Purchase Agreement were made only for purposes of the Share Purchase Agreement, as of

the specific dates therein, were solely for the benefit of the parties to the Share Purchase Agreement and the parties expressly identified

as third-party beneficiaries thereto, may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential

or other disclosures made for the purposes of allocating contractual risk between the parties to the Share Purchase Agreement instead

of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties thereto that differ from

those applicable to investors. Investors are not third-party beneficiaries under the Share Purchase Agreement or the other agreements

described herein and should not rely on the representations, warranties, covenants, or agreements therein or any descriptions thereof

as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates.

Moreover, information concerning the subject matter of representations and warranties may change after the date of the Share Purchase

Agreement and the Company will provide additional disclosure in its public reports to the extent required by federal securities laws.

Item 8.01. Other Events.

On August 5, 2026,

the Company issued a press release announcing the execution of the Share Purchase Agreement. A copy of the Company’s press release

is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated August 5, 2026.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Cautionary Statement Regarding Forward-Looking Statements

The statements other than statements of historical

facts included in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the

Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities

Litigation Reform Act of 1995 or “forward-looking information” within the meaning of applicable Canadian securities law, including,

but not limited to, the parties’ ability to consummate the Sale Transaction, the Company’s business after the Sale Transaction

is complete and matters related to the stockholders’ meeting. There are a number of risks, uncertainties and other important factors

that could cause our actual results to differ materially from the forward-looking statements, including those described in the Company’s

filings with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements

are reasonable, we cannot guarantee future results, performance or achievements. Therefore, actual outcomes and results could materially

differ from what is expressed or implied in such statements.

Important Information Regarding the Sale Transaction

This Current Report on Form 8-K is neither a solicitation

of a proxy nor an offer to purchase nor a solicitation of an offer to sell any securities. This Current Report on Form 8-K is also not

a substitute for any proxy statement or other filings that may be made with the Securities Exchange Commission (the “SEC”)

with respect to the Sale Transaction. Approval of the Sale Transaction will be submitted to the Company’s stockholders for their

consideration, and the Company will file a definitive proxy statement to be used to solicit stockholder approval of the transaction with

the SEC. Detailed information about the transaction will be contained in the definitive proxy statement and other documents to be filed

with the SEC and disseminated to stockholders prior to the meeting. Additionally, this Current Report on Form 8-K is not a notice of redemption

of the Company’s 7.750% Senior Notes due 2027.

Important Additional Information Will Be Filed

With the SEC

The Company plans to file with the SEC and disseminate

to its stockholders a proxy statement in connection with the transaction. The proxy statement will contain important information about

the Company, the Share Purchase Agreement, the Sale Transaction and related matters. Investors and security holders are urged to read

the proxy statement carefully when it is available.

Investors and security holders will be able to

obtain free copies of the proxy statement and other documents filed with the SEC by the Company through the web site maintained by the

SEC at www.sec.gov or on the Company’s website at https://www.grantierra.com/investor-relations/reports-filings/.

The Company and its directors and executive officers

may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the Share Purchase Agreement.

Information regarding the Company’s directors and executive officers is contained in the Company’s Form 10-K for the year

ended December 31, 2025 and its proxy statement dated March 17, 2026, which are filed with the SEC. A more complete description will be

available in the proxy statement to be used to solicit stockholder approval of the transaction.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: August 5, 2026

GRAN TIERRA ENERGY INC.

By:

/s/ Ryan Ellson

Name:

Ryan Ellson

Title:

Executive Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622187d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Gran Tierra Energy Inc. Announces Agreement

to Sell its Colombia and Ecuador Business to Maurel & Prom and Reposition the Company for Fully Financed Growth

· Sale of the Company’s Colombia and Ecuador Oil Business, Representing

All of Its South American Assets, to Maurel & Prom Representing a Total Consideration of $1.33 Billion

· Continuing Company to Have an Estimated Pro-Forma PDP Net Asset Value

(NPV10 BT) of Approximately $12.49 per Share (fully diluted), Representing a Premium of Approximately 83% to Gran Tierra’s 20-Day

Volume Weighted Average Price

· Purchaser to Assume Substantially All of the Company’s Net Liabilities,

Positioning Gran Tierra to be Debt-Free with Significant Cash at Completion

· Supports a Meaningful Return of Capital to Stockholders and Repositions

Gran Tierra Around Fully Financed Growth Plans in Canada and Azerbaijan

CALGARY, ALBERTA, August 5, 2026 –

Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE) (TSX:GTE) (LSE:GTE)

today announced that it has entered into a definitive share sale and purchase agreement (the “Agreement”) to sell its

oil business in Colombia and Ecuador (collectively, the “Divested Business”) to Établissements Maurel &

Prom S.A. (“Maurel & Prom” or the “Purchaser”), a Paris-listed international oil and natural

gas exploration and production company majority owned by PT Pertamina Internasional Eksplorasi dan Produksi (“PIEP”),

a subsidiary of Indonesia’s national energy company, PT Pertamina (Persero) (“Pertamina”), representing a total

consideration of $1.33 billion (the “Transaction”). All dollar amounts are in United States dollars unless otherwise

stated.

Highlights and Key Terms of the Transaction

The Transaction values the Divested Business at

a total enterprise value of $1.33 billion. This figure includes the assumption by the Purchaser of the Company’s 9.750% Senior Secured

Amortizing Notes due 2031 (the “2031 Notes”) and 9.500% Senior Notes due 2029 (the “2029 Notes”

and, together with the 2031 Notes, the “Assumed Notes”), as well as the prepayment facility (the “Prepayment

Agreement”). After the assumption of substantially all liabilities, customary closing adjustments, working capital adjustments,

redemption by the Company of its 7.750% Senior Notes due 2027 (the “2027 Notes”), and transaction costs, the Company

is expected to have total net cash proceeds of approximately $315 million (the “Net Cash Proceeds”) of this total,

the Company will have approximately $250 million in cash at closing, and the remaining $65 million will be payable 364 days thereafter

pursuant to an unsecured note issued by the Divested Business. The Divested Business comprises all of the Company’s assets in Colombia

and Ecuador.

The Transaction has been unanimously approved

by Gran Tierra’s Board of Directors and is subject to the approval of Gran Tierra’s stockholders, the receipt of the requisite

consents from certain creditors and the prepayment buyers under the Prepayment Agreement and customary regulatory approvals in Colombia

and Ecuador, and the satisfaction of other closing conditions. Subject to satisfaction of these conditions, the Transaction is targeted

to close on or about December 31, 2026, with an economic effective date of March 31, 2026.

The Divested Business represents approximately

29,000 barrels of oil per day of first half 2026 average working-interest production (before royalties), approximately 144 million barrels

(MMbbl) of proved-plus-probable (2P) reserves (derived from the GTE McDaniel Reserves Report and before attributing reserves associated

with the Tisquirama assets acquired in the first quarter of 2026), and approximately 1.4 million gross acres across Colombia and Ecuador.

See “Presentation of Oil and Gas Information”.

A portion of the Net Cash Proceeds is expected

to be used to return capital to stockholders through a repurchase of the Company’s outstanding common shares (the “Share

Repurchase”), the structure, size and terms of which will be determined by the Board of Directors and announced separately,

with the balance retained to fund the Company’s Canadian and Azerbaijan programs and for general corporate purposes.

“Gran Tierra’s agreement to divest

of our Colombia and Ecuador business realizes the significant value we have created in these assets and marks a deliberate repositioning

of the Company, which began in 2024 with the acquisition of the Canadian assets followed by the signing of an exploration, development

and production sharing agreement (“EDPSA”) for the onshore Guba-Khazaryani region within the Republic of Azerbaijan. The Transaction

transfers our South American business and substantially all of our net liabilities to Maurel & Prom, leaving Gran Tierra debt-free

with significant liquidity, including approximately $250 million in cash on close, zero debt, a $65 million note receivable due in less

than a year and an undrawn $75 million (CAD) credit facility. That balance sheet strength allows us to potentially return a meaningful

amount of capital to stockholders and accelerate the development of our retained assets. It simplifies our capital and cost structures,

eliminating substantial interest costs, while maintaining a robust reserve and resource base with significant value upside for stockholders.

We are excited about the future of our continuing business and grateful to our employees, partners, and the governments and host communities

in Colombia and Ecuador. We believe Maurel & Prom is well positioned to be a strong long-term steward of the Colombia and Ecuador

business,” said Gary Guidry, President and Chief Executive Officer of Gran Tierra.

Strategic Rationale

Attractive valuation of the Divested Business

The total consideration represents $1.33 billion

which aligns to an after-tax net present value (discounted at 10%) of the Divested Business’s proved-plus-probable (2P) reserves

of approximately $1.37 billion, as derived from the GTE McDaniel Reserves Report.

Implied transaction metrics equate to approximately

$45,900 per barrel of oil equivalent (“boe”) per day (“boe/d”)1

and 4.3x EV / LTM Adjusted EBITDA2, and $9.24 per boe of proved-plus-probable (2P) reserves3.

Based on total consideration of approximately $1.33 billion and first half 2026 average working-interest production for the Divested

Business of approximately 29,000 boe/d.

Based on total consideration of approximately $1.33 billion and Adjusted EBITDA attributable to the Divested Business (Colombia and Ecuador)

of approximately $306.2 million for the twelve months ended June 30, 2026. See "Non-GAAP Financial Measures" below for the definition

of Adjusted EBITDA and a reconciliation to net income (loss).

Based on total consideration of approximately $1.33 billion and proved-plus-probable (2P) reserves of approximately 144 MMbbl (McDaniel,

effective December 31, 2025, excluding the Tisquirama assets acquired in the first quarter of 2026).

Opportunity to redefine the Company’s

strategic priorities

The Transaction is the result of Gran Tierra’s

continuous strategic portfolio review and results in a step-change in the Company’s financial position and provides stockholders

with a fully funded growth vehicle. Following closing, Gran Tierra intends to concentrate its capital on its retained assets, which the

Company believes offer the most attractive risk-adjusted returns and the clearest path to sustainable free cash flow growth.

In Azerbaijan, Gran Tierra has signed an EDPSA

for the onshore Guba-Khazaryani region, an established hydrocarbon province with major discoveries and existing export infrastructure.

The EDPSA provides for a 65% working interest in, and operatorship of, the contract area, a five-year exploration and appraisal period,

and a 25-year development period for any economic discoveries, with the potential to extend development by an additional five years.

See the Company’s press release dated February 19, 2026 announcing the EDPSA, available on SEDAR+ at www.sedarplus.ca.

Pro-forma net asset value represents a meaningful

premium to the 20-day volume weighted average share price

On a pro-forma basis, Gran Tierra expects to retain

production of approximately 12,000 to 13,000 boepd, over 500,000 net acres, 2P reserves of approximately 86 million boe (“MMBOE”)4,

80 MMBOE unrisked gross best-estimate (2C) contingent resources and 67 MMBOE unrisked gross best-estimate (P50) prospective resources,

derived from the GTE McDaniel Contingent Resources Report and the GTE McDaniel Prospective Resources Report, respectively, and as at June 30,

2026. The Company estimates a pro-forma proved-developed-producing (“PDP”) net asset value (NPV10 BT) of approximately

$12.49 per share. This estimate reflects approximately $315 million of Net Cash Proceeds, including proceeds from a $65 million note receivable

due 364 days post-closing, together with approximately $165 million of before-tax net present value (discounted at 10%) of PDP reserves

in Canada (GTE McDaniel Reserves Report), for aggregate net asset value of approximately $480 million across approximately 38.4 million

common shares outstanding on a fully diluted basis. This pro-forma net asset value excludes any value attributed to upside development

across the retained portfolio, including the Company’s Canadian contingent and prospective resources and its exploration interests

in Azerbaijan, and represents a premium of approximately 83% to the Company’s 20-day volume weighted average price of $6.825

per share. The Net Cash Proceeds alone equate to approximately $8.21 per share, a premium of approximately 20% to that price and before

ascribing any value to the Company’s retained assets.

Return of capital to stockholders

The Transaction positions the Company to deliver

significant value to stockholders through the potential Share Repurchase. By repurchasing and canceling a number of its outstanding common

shares, the Company expects to provide stockholders seeking liquidity with a tax-efficient opportunity to monetize a portion of their

investment while enhancing per-share value for continuing stockholders.

Any contemplated Share Repurchase is conditional

on the closing of the Transaction and the receipt of the stockholder approval described above. If such stockholder approval is not obtained,

the Company will not be able to proceed with the Share Repurchase as described, and the amount, nature and timing of any alternative return

of capital to stockholders would need to be reconsidered and redetermined by the Company.

Based on 2P reserves attributed to Canadian assets per GTE McDaniel Reserves Report, less the Simonette Sale, the Lodgepole Sale and

the Clearwater land swap and 38.4 million shares of common stock outstanding.

20-day volume weighted average price of the Company’s common shares based on trading up to and including August 4, 2026.

Improved indebtedness and liquidity position

to take advantage of future opportunities

Through the Purchaser’s assumption of substantially

all of the Company’s net liabilities, together with the Company’s redemption of its remaining 2027 Notes with a portion of

the proceeds from the Transaction, the continuing company is expected to be debt-free with a strong cash position, more than sufficient

to fund its ongoing growth-oriented business plan. The continuing company also expects to retain its undrawn Canadian credit facility,

which provides approximately $75 million (CAD) of available capacity, further supporting its liquidity. This position will provide financial

flexibility to pursue future opportunities as they arise.

The Transaction also materially reduces the Company’s

corporate burden. Following closing, Gran Tierra expects to eliminate substantially all of its interest costs, resulting in estimated

annual savings of approximately $80 million of interest expense.

Divested Business remains well positioned

under Maurel & Prom ownership

Under Maurel & Prom’s ownership,

the Divested Business is expected to benefit from the backing of a well-capitalized international operator with significant financial

resources, strong operational capabilities and an experienced management team with an established presence in Colombia. Maurel &

Prom is a Euronext Paris-listed upstream operator with a market capitalization of approximately $1.9 billion, 72.65% owned by the international

upstream arm of Pertamina (Baa2/BBB/BBB), Indonesia's state-owned energy company. Pertamina reported revenue of approximately $71

billion and production in excess of one million barrels of oil equivalent per day for the year ended December 31, 2025.

According to public disclosures, Maurel &

Prom reported a positive net cash position of $257 million as at 30 June 2026. Immediately available bank liquidity amounted to $500

million, comprising $370 million in cash and $130 million in undrawn revolving credit facility. In addition, the Group has access to a

further $100 million undrawn shareholder loan. On 10 July 2026, the Group signed an agreement with its banking syndicate to refinance

its existing bank debt. The agreement provides for a new $465 million, five-year facility, comprising a $300 million term loan and a $165

million revolving credit facility. The refinancing is expected to generate approximately $250 million of additional liquidity. Satisfaction

of the conditions precedent required for completion of the refinancing is expected by early October 2026. Maurel & Prom

also maintains an established operating presence in Colombia, where it is currently executing a drilling campaign on the Sinú-9

block.

The Company believes the Transaction is strategically

significant for Maurel & Prom, materially increasing its working-interest production and establishing Colombia and Ecuador as

a core pillar of its portfolio. The Company further believes that Maurel & Prom's technical expertise, operational track record,

financial strength, access to capital and long-term commitment to the region position the Divested Business for continued investment and

development, while supporting continuity for employees, partners and host communities.

Additional Transaction Terms

· Conditions to Closing: Completion of the

Transaction is conditioned upon, among other things: (i) approval by Gran Tierra’s stockholders at a special meeting expected

to be held in the third quarter of 2026; (ii) receipt of the requisite consents from certain creditors and the prepayment buyers

under the Prepayment Agreement to the assumption of, and release of the Company from, the 2031 Notes and the Prepayment Agreement; (iii) regulatory

approvals in Colombia, including from the Superintendence of Industry and Commerce of Colombia (“SIC”) and the Agencia

Nacional de Hidrocarburos (“ANH”), and in Ecuador, including approvals from the relevant Ministry and hydrocarbons

regulator and customary antitrust approvals; and (iv) other customary conditions. The satisfaction of these conditions will determine

the closing date.

· Termination and Break Fee: The Agreement

contains customary termination rights and provides for a mutual break fee of $50 million. The break fee is payable by the Company to the

Purchaser in specified circumstances, including if the Agreement is terminated in connection with a superior proposal, and is payable

by the Purchaser to the Company in specified circumstances. The Agreement includes representations and warranties, conditions and covenants

of the parties typical for transactions of this nature, including a non-solicitation covenant on the part of Gran Tierra, subject to a

customary fiduciary-out provision, and a right of the Purchaser to match any superior proposal.

Advisors

BofA Securities Inc. is acting as lead financial

advisor to Gran Tierra and rendered a fairness opinion to the Gran Tierra Board of Directors. RBC Capital Markets also is acting as financial

advisor to Gran Tierra, and Bracewell LLP is acting as legal counsel to Gran Tierra. Herbert Smith Freehills Kramer LLP is acting as legal

counsel to the Purchaser.

Contact Information

For investor and media inquiries please contact:

Gary Guidry, Chief Executive Officer

Ryan Ellson, Executive Vice President & Chief Financial Officer

+1-403-265-3221

info@grantierra.com

About Gran Tierra Energy Inc.

Gran Tierra Energy Inc., together with its subsidiaries,

is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia,

Ecuador and Azerbaijan. Upon completion of the Transaction described in this press release, the Company’s producing operations will

be focused on Canada, and the Company will continue to pursue its exploration interests in Azerbaijan and additional new growth opportunities

that would further strengthen the Company’s portfolio. The Company’s common stock trades on the NYSE American, the Toronto

Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Additional information concerning Gran Tierra is available at

www.grantierra.com. Except to the extent expressly stated otherwise, information on the Company’s website or accessible from our

website or any other website is not incorporated by reference into and should not be considered part of this press release. Investor inquiries

may be directed to info@grantierra.com or (403) 265-3221.

Gran Tierra’s filings with the U.S. Securities

and Exchange Commission (the “SEC”) are available on the SEC website at http://www.sec.gov. Gran Tierra’s Canadian

securities regulatory filings are available on SEDAR+ at http://www.sedarplus.ca and UK regulatory filings are available on the National

Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Forward Looking Statements and Legal Advisories:

This press release contains opinions, forecasts,

projections, and other statements about future events or results that constitute forward-looking statements within the meaning of the

United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended, and financial outlook and forward looking information within the meaning of applicable

Canadian securities laws (collectively, “forward-looking statements”), which can be identified by such terms as “expect,”

“plan,” “can,” “will,” “should,” “guidance,” “estimate,” “forecast,”

“intend,” “anticipate,” “believes,” and “remains subject to,” derivations thereof and

similar terms are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements

regarding the anticipated benefits of the Transaction; the satisfaction of the conditions precedent to, and the timing of the completion

of, the Transaction, including the receipt of stockholder approval, the requisite consents of the holders of the 2031 Notes and the prepayment

buyers under the Prepayment Agreement, and regulatory approvals in Colombia and Ecuador; the total and net consideration to be received,

the amount and timing of cash to be received by the Company at and following closing, including the deferred amount, and any purchase-price

adjustments or contingent payments; the expected closing date of the Transaction; the Purchaser’s assumption of the Assumed Notes

and the Prepayment Agreement and the related reduction of the Company’s net debt; the intended use of Net Cash Proceeds, including

the anticipated return of capital to stockholders and the structure, size, terms, timing and completion of a share repurchase; the Company’s

pro-forma production, reserves, leverage and capital-allocation plans following completion of the Transaction; the Company’s strategy

and growth plans in Canada and Azerbaijan.

Statements relating to “reserves”

and “resources” are also deemed to be forward-looking statements, as they involve the implied assessments, based on certain

estimates and assumptions, including that the reserves and resources described can be profitably produced in the future, and in the case

of resources, whether such resources will ultimately be discovered and commercially developed. These statements are subject to risks and

uncertainties.

The forward-looking statements contained in this

press release reflect several material factors and expectations and assumptions of Gran Tierra including, without limitation, that Gran

Tierra will obtain stockholder approval, the requisite consents of the holders of the 2031 Notes and the prepayment buyers under the Prepayment

Agreement and the required regulatory approvals and satisfy the other conditions precedent to the completion of the Transaction on the

anticipated timeline or at all; that the Company will realize the anticipated benefits and use of proceeds of the Transaction, including

the completion of a share repurchase; that Gran Tierra will continue to conduct its operations in a manner consistent with its current

expectations; the accuracy of testing and production results and seismic data; pricing and cost estimates (including with respect to commodity

pricing and exchange rates); rig availability; and the general continuance of current or, where applicable, assumed operational, regulatory

and industry conditions in Canada, Colombia, Ecuador and Azerbaijan and areas of potential expansion, and the ability of Gran Tierra to

execute its business and operational plans in the manner currently planned. Gran Tierra believes the material factors, expectations and

assumptions reflected in the forward-looking statements are reasonable at this time, but no assurance can be given that these factors,

expectations and assumptions will prove to be correct.

Among the important factors that could cause actual

results to differ materially from those indicated by the forward-looking statements in this press release are: the risk that the Transaction

may not be completed on the anticipated terms or timeline, or at all, including as a result of a failure to obtain stockholder approval,

the requisite consents of the holders of the 2031 Notes and the prepayment buyers under the Prepayment Agreement, or the required regulatory

approvals, or a failure to satisfy other conditions precedent; the risk that the amount of cash actually received by the Company differs

from the amounts disclosed in this press release, which remain estimates and are subject to customary closing and working capital adjustments,

transaction costs and other items determined at or following closing; the risk that the anticipated benefits of the Transaction, including

the expected reduction in net debt, return of capital to stockholders and other use of proceeds, are not realized; the risk that the requisite

consents of the holders of the 2031 Notes and the Prepayment Agreement to the assumption of, and release of the Company from, the 2031

Notes and the prepayment buyers under the Prepayment Agreement are not obtained; the risk that the share repurchase is not completed,

or is completed in a different form, for a different amount or on different terms than currently anticipated, or that required stock exchange

or other regulatory approvals are not obtained; the possibility that the Transaction is terminated, including in circumstances requiring

the payment of a break fee; the effect of the announcement or pendency of the Transaction on the Company’s business, relationships

and securities; certain of Gran Tierra’s operations are located in South America and the Company is pursuing activities in other

international jurisdictions, including Azerbaijan, and unexpected problems can arise due to guerilla activity, strikes, local blockades

or protests, civil unrest, sanctions-related restrictions, or other political instability; technical and operational difficulties may

arise which impact the production, transport or sale of Gran Tierra’s products; global and regional changes in the demand, supply,

prices, differentials or other market conditions affecting oil and natural gas, including inflation and changes resulting from geopolitical

events, including the ongoing conflicts in Ukraine, the Middle East and Venezuela, or from the imposition or lifting of crude oil production

quotas or other actions that might be imposed by OPEC and other producing countries; changes in commodity prices, including volatility

or a prolonged decline in these prices relative to historical or future expected levels; the risk that current global economic and credit

conditions may impact oil and natural gas prices and consumption more than Gran Tierra currently predicts; prices and markets for oil

and natural gas are unpredictable and volatile; the effect of hedges; the accuracy of the productive capacity of any particular field;

the ability of Gran Tierra to execute its business plan, which may include acquisitions and dispositions, and realize expected benefits

from current or future initiatives; the ability to replace reserves and production and develop and manage reserves on an economically

viable basis; the accuracy of testing and production results, reserves and resources estimates, seismic data, pricing and cost estimates

(including with respect to commodity pricing and exchange rates); volatility or declines in the trading price of Gran Tierra’s common

stock or bonds; Gran Tierra’s ability to comply with financial covenants in its credit agreement and indentures and make borrowings

under its credit agreement; and the risk factors detailed from time to time in Gran Tierra’s periodic reports filed with the SEC,

including, without limitation, under the caption “Risk Factors” in Gran Tierra’s Annual Report on Form 10-K for

the year ended December 31, 2025 filed on March 4, 2026 and its other filings with the SEC. These filings are available on the

SEC’s website at http://www.sec.gov and on SEDAR+ at www.sedarplus.ca.

The forward-looking statements contained in this

press release are based on certain assumptions made by Gran Tierra based on management’s experience and other factors believed to

be appropriate. Gran Tierra believes these assumptions to be reasonable at this time, but the forward-looking statements are subject to

risks and uncertainties, many of which are beyond Gran Tierra’s control, which may cause actual results to differ materially from

those implied or expressed by the forward-looking statements. All forward-looking statements are made as of the date of this press release

and the fact that this press release remains available does not constitute a representation by Gran Tierra that Gran Tierra believes these

forward-looking statements continue to be true as of any subsequent date. Actual results may vary materially from the expected results

expressed in forward-looking statements. Gran Tierra disclaims any intention or obligation to update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

The estimates of future production, reserves,

resources and financial results may be considered to be future-oriented financial information or a financial outlook for the purposes

of applicable Canadian securities laws. Financial outlook and future-oriented financial information contained in this press release about

prospective operational and financial performance, including pro-forma production, reserves, resources, leverage and use of proceeds,

are provided to give the reader a better understanding of the potential future performance of the Company in certain areas and are based

on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment

of the relevant information currently available, and to become available in the future. Actual results may differ significantly from the

projections presented herein, and such variations may be material. See above for a discussion of the risks that could cause actual results

to vary. The future-oriented financial information and financial outlooks contained in this press release have been approved by management

as of the date of this press release. Readers are cautioned that any such financial outlook and future-oriented financial information

contained herein should not be used for purposes other than those for which it is disclosed herein.

Important Information Regarding the Transaction

This press release is neither a solicitation of

a proxy nor an offer to purchase nor a solicitation of an offer to sell any securities. This press release is also not a substitute for

any proxy statement or other filings that may be made with the SEC with respect to the Transaction. Approval of the Transaction will be

submitted to the Company’s stockholders for their consideration, and the Company will file a definitive proxy statement to be used

to solicit stockholder approval of the transaction with the SEC. Detailed information about the Transaction will be contained in the definitive

proxy statement and other documents to be filed with the SEC and disseminated to stockholders prior to the meeting. Additionally, this

press release is not a notice of redemption of the 2027 Notes.

Important Additional Information Will Be Filed

With the SEC

The Company plans to file with the SEC and disseminate

to its stockholders a proxy statement in connection with the Transaction. The proxy statement will contain important information about

the Company, the Agreement, the Transaction and related matters. Investors and security holders are urged to read the proxy statement

carefully when it is available.

Investors and security holders will be able to

obtain free copies of the proxy statement and other documents filed with the SEC by the Company through the web site maintained by the

SEC at www.sec.gov or on the Company’s website at https://www.grantierra.com/investor-relations/reports-filings/.

The Company and its directors and executive officers

may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the Agreement. Information

regarding the Company’s directors and executive officers is contained in the Company’s Form 10-K for the year ended December 31,

2025 and its proxy statement dated March 17, 2026, which are filed with the SEC. A more complete description will be available in

the proxy statement to be used to solicit stockholder approval of the Transaction.

Non-GAAP Financial Measures

This press release includes references to Adjusted

EBITDA, which is a non-GAAP financial measure. Adjusted EBITDA does not have a standardized meaning prescribed by generally accepted accounting

principles in the United States (“GAAP”) and therefore may not be comparable to similar measures presented by other issuers.

Adjusted EBITDA, as presented, is defined as net income or loss adjusted for DD&A expenses, interest expense, income tax expense or

recovery, impairment, severance expenses, non-cash lease expense, lease payments, foreign exchange loss or gain, stock-based compensation

expense or recovery, unrealized derivative instruments loss or gain, and other non-cash loss or gain. Management uses Adjusted EBITDA

to assess the operating performance of the Divested Business and believes it provides useful information to investors in evaluating the

implied transaction metrics disclosed in this press release. Adjusted EBITDA should not be considered in isolation or as a substitute

for measures of performance prepared in accordance with GAAP.

The following table reconciles Adjusted EBITDA

attributable to the Divested Business (Colombia and Ecuador) to net income (loss) for the Divested Business, the most directly comparable

measure calculated in accordance with GAAP, for the twelve months ended June 30, 2026:

($ millions)

LTM to June 30, 2026

Net income (loss)

32.8

Add: DD&A expenses

231.5

Add: Interest expense

5.3

Add: Income tax expense (recovery)

(33.2 )

Add: Impairment

57.7

Add: Severance expenses

1.4

Add: Non-cash lease expense

2.4

Less: Lease payments

(3.3 )

Add: Foreign exchange loss

5.4

Add: Stock-based compensation expense

1.8

Add: Unrealized derivative instruments loss

4.6

Add: Other non-cash loss (gain)

0.0

Adjusted EBITDA (non-GAAP)

306.2

Amounts may not add due to rounding.

Presentation of Oil and Gas Information

Boes have been converted on the basis of six thousand

cubic feet (“Mcf”) natural gas to 1 boe of oil. Boes may be misleading, particularly if used in isolation. A boe conversion

ratio of 6 Mcf: 1 boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent

a value equivalency at the wellhead. In addition, given that the value ratio based on the current price of oil as compared with natural

gas is significantly different from the energy equivalent of six to one, utilizing a boe conversion ratio of 6 Mcf: 1 boe would be misleading

as an indication of value.

All reserves values, future net revenue and ancillary

information contained in this press release have been evaluated by the Company’s independent qualified reserves evaluator McDaniel &

Associates Consultants Ltd. (“McDaniel”) calculated in compliance with Canadian National Instrument 51-101 –

Standards of Disclosure for Oil and Gas Activities (“NI 51-101”) and the Canadian Oil and Gas Evaluation Handbook

(“COGEH”) in a report with an effective date of December 31, 2025 (the “GTE McDaniel Reserves Report”).

Estimates of net present value and future net

revenue contained herein do not necessarily represent fair market value of reserves. Estimates of reserves and future net revenue for

individual properties may not reflect the same level of confidence as estimates of reserves and future net revenue for all properties,

due to the effect of aggregation. There is no assurance that the forecast price and cost assumptions applied by McDaniel in evaluating

Gran Tierra’s reserves and future net revenue will be attained and variances could be material. See Gran Tierra’s press release

dated January 28, 2026 for a summary of the price forecasts employed by McDaniel in the GTE McDaniel Reserves Report and other information

regarding the disclosed future net revenue.

All evaluations of future net revenue contained

in the GTE McDaniel Reserves Report are after the deduction of royalties, operating costs, development costs and abandonment and reclamation

costs but before consideration of indirect costs such as administrative, overhead and other miscellaneous expenses. It should not be assumed

that the estimates of future net revenue presented in this press release represent the fair market value of the reserves. There are numerous

uncertainties inherent in estimating quantities of crude oil and natural gas reserves and the future cash flows attributed to such reserves.

The reserve and associated cash flow information set forth in the GTE McDaniel Reserves Report are estimates only and there is no guarantee

that the estimated reserves will be recovered. Actual reserves may be greater than or less than the estimates provided therein.

References to a formation where evidence of hydrocarbons

has been encountered is not necessarily an indicator that hydrocarbons will be recoverable in commercial quantities or in any estimated

volume. The production and reserves of the Divested Business are comprised of light and medium crude oil. Gran Tierra’s continuing

operations produce a mix of crude oil, conventional natural gas, shale gas and natural gas liquids for which there is no precise breakdown

since the Company’s sales volumes typically represent blends of more than one product type. Well test results should be considered

as preliminary and not necessarily indicative of long-term performance or of ultimate recovery. Well log interpretations indicating oil

and gas accumulations are not necessarily indicative of future production or ultimate recovery. If it is indicated that a pressure transient

analysis or well-test interpretation has not been carried out, any data disclosed in that respect should be considered preliminary until

such analysis has been completed.

Definitions

Proved reserves are those reserves that can be

estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the

estimated proved reserves.

Probable reserves are those additional reserves

that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be

greater or less than the sum of the estimated proved plus probable reserves.

Possible reserves are those additional reserves

that are less certain to be recovered than probable reserves. It is unlikely that the actual remaining quantities recovered will be greater

or less than the sum of the estimated proved plus probable plus possible reserves. There is a 10% probability that the quantities actually

recovered will equal or exceed the sum of proved plus probable plus possible reserves.

Developed producing reserves are those reserves

that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing

or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.

Certain terms used in this press release but not

defined are defined in NI 51-101, CSA Staff Notice 51-324 – Revised Glossary to NI 51-101, Standards of Disclosure

for Oil and Gas Activities (“CSA Staff Notice 51-324”) and/or the COGEH and, unless the context otherwise

requires, shall have the same meanings herein as in NI 51-101, CSA Staff Notice 51-324 and the COGEH, as the case may be.

Disclosure of Contingent Resources and Prospective

Resources

The contingent resources and prospective resources

disclosed in this press release were prepared by McDaniel, the Company’s independent qualified reserves evaluator, in reports with

an effective date of June 30, 2026 (the “GTE McDaniel Contingent Resources Report” and the “GTE McDaniel

Prospective Resources Report”, respectively), in each case prepared in compliance with NI 51-101 and COGEH. The estimates disclosed

are Company gross volumes based on the Company’s working interest share of the property gross resources and are presented on an

unrisked basis. Complete disclosure regarding these resources, including the summary tables, the associated risks and level of uncertainty,

the significant positive and negative factors relevant to the estimates, the specific contingencies, the chance of discovery, chance of

development and chance of commerciality, and a description of the applicable projects, is contained in the Company’s press release

dated August 4, 2026.

The estimates of the Company’s contingent and prospective resources

provided herein are estimates only and there is no guarantee that the estimated contingent and prospective resources will be recovered.

Actual resources may be greater than or less than the estimates provided herein and variances could be material. Estimates of contingent

and prospective resources are by their nature more speculative than estimates of proved reserves and would require substantial capital

spending over a significant number of years to implement recovery. Actual locations drilled and quantities that may be ultimately recovered

from the properties will differ substantially. In addition, the Company has made no commitment to drill, and likely will not drill, all

of the drilling locations that have been attributable to these quantities.

Contingent Resources

Contingent resources are those quantities of petroleum

estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under

development, but which are not currently considered to be commercially recoverable due to one or more contingencies. Contingent resources

should not be construed as reserves. There is no certainty that it will be commercially viable to produce any of the contingent resources.

Under the COGEH, a range of contingent resources

estimates (low, best and high) are recommended. The following classification of contingent resources is used as presented by McDaniel:

(a) Low estimate (1C) means there is at least a 90 percent probability (P90) that the quantities actually recovered will equal or

exceed the low estimate; (b) Best estimate (2C) means there is at least a 50 percent probability (P50) that the quantities actually

recovered will equal or exceed the best estimate; and (c) High estimate (3C) means there is at least a 10 percent probability (P10)

that the quantities actually recovered will equal or exceed the high estimate.

The chance of development is defined as the estimated

probability that, once discovered, a known accumulation will be commercially developed. Quantifying the chance of development requires

consideration of both economic contingencies and other contingencies, such as legal, regulatory, market access, political, social license,

internal and external approvals and commitment to project finance and development timing. As many of these factors are extremely difficult

to quantify, the chance of development is uncertain and must be used with caution. The contingent resources disclosed herein have an economic

status that is undetermined and are sub-classified in terms of maturity as development on hold, meaning there is a reasonable chance of

development but there are major non-technical contingencies to be resolved that are usually beyond the control of the operator.

Prospective Resources

Prospective resources are those quantities of

petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development

projects. Prospective resources should not be construed as reserves or contingent resources. Prospective resources have both an associated

chance of discovery and a chance of development.

Under the COGEH, a range of prospective resources

estimates (low, best and high) are recommended. The following classification of prospective resources is used as presented by McDaniel:

(a) Low estimate means there is at least a 90 percent probability (P90) that the quantities actually recovered will equal or exceed

the low estimate; (b) Best estimate means there is at least a 50 percent probability (P50) that the quantities actually recovered

will equal or exceed the median best estimate; (c) High estimate means there is at least a 10 percent probability (P10) that the

quantities actually recovered will equal or exceed the high estimate; and (d) Mean estimate represents the arithmetic average of

the expected recoverable volume and is the most accurate single point representation of the volume distribution.

Chance of discovery, as defined in the COGEH,

is the estimated probability that exploration activities will confirm the existence of a significant accumulation of potentially recoverable

petroleum. Chance of development is defined as the estimated probability that, once discovered, a known accumulation will be commercially

developed. Quantifying the chance of development requires consideration of both economic contingencies and other contingencies, such as

legal, regulatory, market access, political, social license, internal and external approvals and commitment to project finance and development

timing. As many of these factors are extremely difficult to quantify, the chance of development is uncertain and must be used with caution.

The chance of commerciality is defined as the product of the chance of discovery and the chance of development. The risked mean prospective

resource volumes have been determined by multiplying the unrisked mean volumes by the associated chance of commerciality. The arithmetic

sum of the individual risked mean values can be considered the best estimate risked prospective resources for the portfolio as per COGEH

Volume 2 Section 2.8.2.

There is no certainty that any portion of the

prospective resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion

of the prospective resources. The unrisked total is not representative of the portfolio unrisked total and is provided to give an indication

of the resources range, assuming all prospects are successful. Company gross prospective resources are based on the working interest share

of the property gross resources. The net present value of future net revenue of the prospective resource estimates has not been prepared

and, therefore, the net prospective resources volumes are not reported.

Given the uncertainty of discovery associated

with the prospective resources, costs and timelines to production, as well as recovery technologies, cannot be determined at this time.

The U.S. Securities and Exchange Commission (the

“SEC”) permits oil and gas companies that are subject to domestic issuer reporting requirements under U.S. federal securities

law, in their filings with the SEC, to disclose only estimated proved, probable and possible reserves that meet the SEC’s definitions

of such terms. Investors should not view the disclosure of contingent resources or prospective resources in this press release as an estimate

of reserves prepared in accordance with SEC requirements, and should not assume that any portion of such resources will be converted into

reserves.

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration