Gran Tierra Energy (GTE) Proxy filing summary

Executive summary

• Entered into a definitive agreement to sell all Colombia and Ecuador oil assets for $1.33 billion, including assumption of debt and a deferred note, to Maurel & Prom, with closing targeted for December 31, 2026.

• Transaction unanimously approved by the board, supported by a fairness opinion, and recommended for shareholder approval at a special meeting.

• Sale will leave the company debt-free, with significant cash, and focused on growth in Canada and Azerbaijan.

• Pro-forma net asset value estimated at $12.49 per share, an 83% premium to the 20-day average share price.

• Net cash proceeds of $315 million expected, with $250 million at closing and $65 million via a note due in 364 days.

Voting matters and shareholder proposals

• Shareholder approval is required for the transaction; a proxy statement will be filed and disseminated before the special meeting.

• Share repurchase program is contingent on transaction closing and shareholder approval.

Board of directors and corporate governance

• Board unanimously approved the sale and recommends shareholders vote in favor.

• Board received a fairness opinion from BofA Securities.