UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

GRAN TIERRA ENERGY INC.

(403) 265-3221

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

Gran Tierra Energy Inc.

Quarterly Report on Form 10-Q

Quarterly Period Ended June 30, 2025

Table of contents

 CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q regarding our financial position, estimated quantities and net present values of reserves, business strategy, plans and objectives of our management for future operations, covenant compliance, capital spending plans and benefits of the changes in our capital program or expenditures, our liquidity and financial condition and those statements preceded by, followed by or that otherwise include the words “believe”, “expect”, “anticipate”, “intend”, “estimate”, “project”, “target”, “goal”, “plan”, “budget”, “objective”, “should”, “outlook” or similar expressions or variations on these expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct or that, even if correct, intervening circumstances will not occur to cause actual results to be different than expected. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. 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, but not limited to, our ability to successfully integrate the assets and operations of i3 Energy Plc (“i3Energy”) and realize the anticipated benefits and operating synergies expected from the 2024 acquisition of i3 Energy; certain of our operations are located in South America and unexpected problems can arise due to guerilla activity, strikes, local blockades or protests; technical difficulties and operational difficulties may arise which impact the production, transport or sale of our products; other disruptions to local operations; global health events; 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 actual or anticipated tariffs and trade policies, a global health crises, geopolitical events, including the ongoing conflicts in Ukraine and the Middle East, or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries and the resulting company or third-party actions in response to such changes; 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 prices and oil consumption more than we currently predict, which could cause further modification of our strategy and capital spending program; prices and markets for oil and natural gas are unpredictable and volatile; the effect of hedges; the accuracy of productive capacity of any particular field; geographic, political and weather conditions can impact the production, transport or sale of our products; our ability to execute our business plan, which may include acquisitions and realize expected benefits from current or future initiatives; the risk that unexpected delays and difficulties in developing currently owned properties may occur; the ability to replace reserves and production and develop and manage reserves on an economically viable basis; the accuracy of testing and production results and seismic data, pricing and cost estimates (including with respect to commodity pricing and exchange rates); the risk profile of planned exploration activities; the effects of drilling down-dip; the effects of waterflood and multi-stage fracture stimulation operations; the extent and effect of delivery disruptions, equipment performance and costs; actions by third parties; the timely receipt of regulatory or other required approvals for our operating activities; the failure of exploratory drilling to result in commercial wells; unexpected delays due to the limited availability of drilling equipment and personnel; volatility or declines in the trading price of our common stock or bonds; the risk that we do not receive the anticipated benefits of government programs, including government tax refunds; our ability to access debt or equity capital markets from time to time to raise additional capital, increase liquidity, fund acquisitions or refinance debt; our ability to comply with financial covenants in our indentures and make borrowings under our credit agreement; and those factors set out in Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q and Part I, Item 1A “Risk Factors” in our 2024 Annual Report on Form 10-K (the “2024 Annual Report on Form 10-K”). This information included herein is given as of the filing date of this Quarterly Report on Form 10-Q with the Securities and Exchange Commission (“SEC”) and, except as otherwise required by the securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to or to withdraw, any forward-looking statement contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.

GLOSSARY OF OIL AND GAS TERMS

PART I - Financial Information

Gran Tierra Energy Inc.

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,
			2025						2024						2025						2024
OIL, NATURAL GAS AND NGL SALES (Note 9)			$	152,481					$	165,609					$	323,014					$	323,186
EXPENSES
Operating			55,855						47,035						123,209						95,501
Transportation			7,618						5,690						14,529						10,274
Depletion, depreciation and accretion (Note 6)			68,635						55,490						140,837						111,640
General and administrative			15,006						17,127						26,632						31,270
Foreign exchange loss (gain)			3,716						(4,413)						7,554						(5,228)
Derivative instruments gain (Note 12)			(14,032)						—						(12,565)						—
Interest expense (Note 7)			24,366						18,398						47,601						36,822
			161,164						139,327						347,797						280,279
INTEREST INCOME			251						1,017						676						1,709
OTHER INCOME			339						—						287						—
(LOSS) INCOME BEFORE INCOME TAXES			(8,093)						27,299						(23,820)						44,616
INCOME TAX EXPENSE (RECOVERY)
Current (Note 10)			2,195						42,289						10,460						46,205
Deferred (Note 10)			2,453						(51,361)						(2,259)						(37,882)
			4,648						(9,072)						8,201						8,323
NET (LOSS) INCOME			$	(12,741)					$	36,371					$	(32,021)					$	36,293
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment			9,583						—						9,774						—
NET AND COMPREHENSIVE (LOSS) INCOME			$	(3,158)					$	36,371					$	(22,247)					$	36,293
NET(LOSS) INCOME PER SHARE
- BASIC and DILUTED			$	(0.36)					$	1.16					$	(0.90)					$	1.15
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC and DILUTED (Note 8)			35,334,692						31,281,651						35,554,806						31,547,362

(See notes to the condensed consolidated financial statements)

Gran Tierra Energy Inc.

Condensed Consolidated Balance Sheets (Unaudited)

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

(See notes to the condensed consolidated financial statements)

Gran Tierra Energy Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Thousands of U.S. Dollars)

(See notes to the condensed consolidated financial statements)

Gran Tierra Energy Inc.

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(Thousands of U.S. Dollars)

(See notes to the condensed consolidated financial statements)

Gran Tierra Energy Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

1. Description of Business

2. Significant Accounting Policies

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

3. Business Combination

Pro Forma Results (unaudited)

4. Segment and Geographic Reporting

5. Taxes Receivable and Payable

6. Property, Plant and Equipment

7. Debt and Debt Issuance Costs

Credit Facility - Canada

Credit Facility - Colombia

Senior Notes

The principal amount of 9.50% Senior Notes is to be repaid as follows: (i) October 15, 2026, 25% of the principal amount; (ii) October 15, 2027 5% of the principal amount; (iii) October 15, 2028, 30% of the principal amount; and (iv) October 15, 2029, the remainder of the principal amount.

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

Leases

Interest Expense

8. Share Capital

Equity Compensation Awards

Net Income (Loss) per Share

Weighted Average Shares Outstanding

9. Revenue

10. Taxes

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

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

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

11. Contingencies

Legal Proceedings

Letters of Credit and Other Credit Support

12. Financial Instruments and Fair Value Measurement

Financial Instruments

Fair Value Measurement

Restricted Cash and Cash Equivalents - Long-Term

Credit Facilities and Senior Notes

Derivative asset and derivative liability

Commodity Price Risk