Gran Tierra Energy Inc. Stockholders Approve Sale of Colombian and Ecuadorian Businesses

Gran Tierra Energy

09/10/2026 22:08

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CALGARY, Alberta, Oct. 09, 2026 (GLOBE NEWSWIRE) -- Gran Tierra Energy
Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE) (TSX:GTE)
(LSE:GTE) today announced that its stockholders have approved the previously
announced sale of Gran Tierra’s Colombian and Ecuadorian businesses to
Maurel & Prom for total consideration of approximately US$1.33 billion,
including the assumption of debt and subject to adjustment (the “Sale”).
The vote took place at the Company’s special meeting of stockholders held on
October 9, 2026 (the “Special Meeting”). The Sale is to be effected
pursuant to the Share Sale and Purchase Agreement entered into on August 5,
2026 (the “Share Purchase Agreement”). Gran Tierra expects to receive
total net cash proceeds from the Sale of approximately US$315 million, of
which approximately US$250 million is payable on closing and approximately
US$65 million is payable 364 days thereafter.

“We thank our stockholders for their support of the Sale,” said Gary
Guidry, President and Chief Executive Officer of Gran Tierra. “Today’s
approval moves us a step closer to closing a transaction that realizes value
for our Colombian and Ecuadorian businesses. On closing, Gran Tierra expects
to be debt free, with the flexibility to return capital to stockholders and
fund our Canadian and Azerbaijan portfolios.”

Special Meeting Results: Based on the final report of the independent
inspector of election, the voting results for each of the proposals considered
at the Special Meeting are set out below. Final voting results will also be
reported in a Current Report on Form 8-K to be filed with the U.S. Securities
and Exchange Commission (the “SEC”).

 Proposal                                                                               For         Against    Abstain  Broker Non-   
                                                                                                                        Votes         
 1. Approval of the Sale                                                                19,351,115  32,492     7,328    0             
 2. Advisory Non-Binding Approval of Sale-Related Named Executive Officer Compensation  9,557,007   9,658,068  175,860  0             
 3. Adjournment of the Special Meeting                                                  19,304,196  62,742     23,997   0             
                                                                                                                                      

Closing of the Sale: With stockholder approval and the requisite consents of
the holders of the Company’s 9.750% Senior Secured Amortizing Notes due 2031
now obtained, the remaining conditions to closing include the regulatory
approvals in Colombia and Ecuador and other customary closing conditions.
Completion of the Sale remains subject to the satisfaction or waiver of these
and the other closing conditions set out in the Share Purchase Agreement, as
described in the Company’s definitive proxy statement filed on September 15,
2026. Gran Tierra continues to target closing of the Sale on or about December
31, 2026. As previously announced, the Company expects to use a portion of the
net cash proceeds from the Sale to return capital to stockholders through a
share repurchase, the structure, size and terms of which will be determined by
the Board of Directors and announced separately. Any share repurchase is
conditional on completion of the Sale.

Contact Information

For investor and media inquiries please contact:

Gary Guidry, Chief Executive Officer
Ryan Ellson, Executive Vice President & Chief Financial Officer
(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 and Ecuador. The Company is the
operator of, and holds a 65% working interest in, an onshore exploration,
development and production sharing agreement in Azerbaijan. Upon completion of
the Sale, the Company’s operations will be focused on Canada and Azerbaijan,
and the Company will continue to pursue 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 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”). Forward-looking statements may be identified by words such as
“anticipate,” “believe,” “expect,” “intend,” “plan,”
“will,” “may,” “should,” “could,” “estimate,”
“forecast,” “target,” “potential” and similar expressions. Such
forward-looking statements include, but are not limited to, statements
regarding the Sale, the timing and completion of the Sale, the satisfaction or
waiver of the remaining conditions to closing, including receipt of the
required regulatory approvals in Colombia and Ecuador, the Company’s
expected net cash proceeds from the Sale, the Company’s intention to return
capital to stockholders through a share repurchase, the Company’s expected
financial position following completion of the Sale, and the Company’s plans
and expectations for its Azerbaijan and Canadian portfolios following
completion of the Sale.

The forward-looking statements contained in this press release reflect several
material factors, expectations and assumptions of Gran Tierra. These include,
without limitation, that the required regulatory and other approvals for the
Sale will be obtained, that the other conditions to completion of the Sale
will be satisfied or waived, that the parties will perform their respective
obligations under the Share Purchase Agreement, that no event or circumstance
will occur that would result in the termination of the Share Purchase
Agreement, that the Sale will be completed on the anticipated terms and
timeline, that the net proceeds of the Sale will be applied to repay
substantially all of the Company’s outstanding indebtedness, that
transaction costs and taxes will be consistent with the Company’s
expectations, and that Gran Tierra will continue to conduct its operations in
a manner consistent with its current expectations. Gran Tierra believes that
the material factors, expectations and assumptions reflected in the
forward-looking statements are reasonable at this time, but no assurance can
be given that they will prove to be correct.

Important factors could cause actual results to differ materially from those
indicated by the forward-looking statements. Risks relating to the Sale
include the possibility that the required regulatory or other approvals are
not obtained, the possibility that other conditions to completion are not
satisfied or waived, delays in completing or the failure to complete the Sale,
and the risk that the Share Purchase Agreement is terminated in circumstances
requiring Gran Tierra to pay a termination fee or bear other costs. They also
include the amount and timing of transaction-related costs, potential
adjustments to the consideration, the risk that the net cash proceeds from the
Sale are lower than expected, the risk that the Board of Directors determines
not to proceed with, or to modify, any share repurchase, risks relating to the
form, timing and receipt of the transaction consideration, the effect of the
pendency of the Sale on Gran Tierra’s business, operations, employees,
counterparties and relationships, restrictions imposed on Gran Tierra’s
business under the Share Purchase Agreement while the Sale is pending, and
potential litigation relating to the Sale. Other risks include risks relating
to the Company’s exploration, development and production activities in
Azerbaijan and Canada, volatility in commodity prices, market conditions and
the trading price of Gran Tierra’s common stock or senior notes, and the
risk factors detailed from time to time in Gran Tierra’s periodic reports
filed with the SEC, including under the caption “Risk Factors” in Gran
Tierra’s Annual Report on Form 10-K for the year ended December 31, 2025 and
subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and
in the definitive proxy statement filed on September 15, 2026. These filings
are available on the SEC’s website at www.sec.gov and on SEDAR+ at
www.sedarplus.ca.

The forward-looking statements contained in this press release are based on
information available to Gran Tierra as of the date of this press release and
speak only as of such date. 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.