Gran Tierra Energy Inc. Enters Material Definitive Agreement

TL;DR

Gran Tierra Energy Inc. just signed a big deal creating a new financial obligation.

AI Summary

Gran Tierra Energy Inc. entered into a material definitive agreement on October 23, 2025. This agreement created a direct financial obligation for the registrant. The filing includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Gran Tierra Energy Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to debt, performance, or market conditions.

Key Players & Entities

• GRAN TIERRA ENERGY INC. (company) — Registrant
• October 23, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share GTE NYSE American Toront
• $150 million — ce in an aggregate amount not to exceed $150 million and (ii) an additional advance of up to
• $50 m — and (ii) an additional advance of up to $50 million, in each case, subject to certain
• $60 m — reement from its then current amount to $60 million, requires the Seller to prepay ou
• $20 million — anding principal amount to no more than $20 million upon the earlier of the first disbursem
• $34.5 million — balance under the Credit Agreement was $34.5 million. The foregoing descriptions the Prepa

Filing Documents

• tm2529240d1_8k.htm (8-K) — 33KB
• tm2529240d1_ex10-1.htm (EX-10.1) — 586KB
• tm2529240d1_ex10-2.htm (EX-10.2) — 63KB
• tm2529240d1_ex10-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-25-103783.txt ( ) — 950KB
• gte-20251023.xsd (EX-101.SCH) — 3KB
• gte-20251023_lab.xml (EX-101.LAB) — 33KB
• gte-20251023_pre.xml (EX-101.PRE) — 22KB
• tm2529240d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement The information described below under "Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant." is hereby incorporated by reference into this Item 1.01. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On October 24, 2025, Gran Tierra Energy Colombia GmbH (the "Seller"), a wholly owned subsidiary of Gran Tierra Energy Inc. (the "Company"), the Company, as guarantor, and Trafigura PTE Ltd. (the "Buyer"), entered into a crude oil sale and purchase agreement (the "Purchase and Sale Agreement") and a related prepayment addendum (the "Prepayment Addendum," and together with the Purchase and Sale Agreement, the "Oriente Crude Oil Agreements"). The Oriente Crude Oil Agreements are governed by English law. The Purchase and Sale Agreement provides for the sale by the Seller and the purchase by the Buyer of Oriente crude oil. The Prepayment Addendum supplements the Purchase and Sale Agreement by establishing a prepayment structure under which the Buyer agreed to make available to the Seller (i) an initial advance in an aggregate amount not to exceed $150 million and (ii) an additional advance of up to $50 million, in each case, subject to certain conditions set forth therein. Amounts advanced under the Prepayment Addendum are to be satisfied through deliveries of crude oil by the Seller to the Buyer in accordance with the Purchase and Sale Agreement, with a final maturity date of four years after the date of the Prepayment Addendum. The Prepayment Addendum provides that the Seller will apply all funds advanced thereunder to (i) repay outstanding borrowings under the Credit and Guaranty Agreement, dated April 16, 2025, among the Seller, the Company, as a guarantor, certain of the Company's indirect subsidiaries, as additional guarantors, each of the lenders that is a signa

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Prepayment Addendum, dated as of October 24, 2025, between Gran Tierra Energy Colombia GMBH and Trafigura PTE Ltd. 10.2 First Amendment and Consent to Credit and Guaranty Agreement, dated as of October 23, 2025, by and among Gran Tierra Energy Colombia GmbH, as borrower, the guarantors party thereto, the lenders party thereto, and GLAS USA LLC, as administrative agent. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 3 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: October 29, 2025 GRAN TIERRA ENERGY INC. By: /s/ Ryan Ellson Name: Ryan Ellson Title: Executive Vice President and Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR