Debt and Debt Issuance Costs

9 Months Ended

Sep. 30, 2025

The Company’s debt as at September 30, 2025, and December 31, 2024, was as follows:


(Thousands of U.S. Dollars)	As at September 30, 2025		As at December 31, 2024
Current

6.25% Senior Notes, due February 2025 (“6.25% Senior Notes”)	$	—	$	24,828
Unamortized debt issuance costs	—		(21)
	$	—	$	24,807

Long-Term
Credit Facility - Canada	$	19,934	$	—
Credit Facility - Colombia	24,500		—
7.75% Senior Notes, due May 2027 (“7.75% Senior Notes”)	24,201		24,201
9.50% Senior Notes, due October 2029 (“9.50% Senior Notes”)	735,790		737,590
Unamortized Senior Notes discount	(33,568)		(41,918)
Unamortized debt issuance costs	(16,604)		(18,075)
	754,253		701,798
Long-term lease obligation (1)	7,576		20,325
	$	761,829	$	722,123
Total Debt	$	761,829	$	746,930

(1) The current portion of the lease obligation has been included in accounts payable and accrued liabilities on the Company’s balance sheet and totaled $11.8 million as at September 30, 2025 (December 31, 2024 - $15.3 million).

Credit Facility - Canada

The Company, through its wholly owned subsidiary Gran Tierra Canada Ltd., has a revolving credit facility with National Bank of Canada dated March 22, 2024 with a borrowing base of C$100.0 million (US$71.8 million as of September 30, 2025) and the available commitment of a C$50.0 million (US$35.9 million as of September 30, 2025) revolving credit facility comprised of C$35.0 million (US$25.1 million as of September 30, 2025) syndicated facility and C$15.0 million (US$10.8 million as of September 30, 2025) of operating facility. The drawn down amounts under the revolving credit facility can either be in Canadian or U.S. dollars and bear interest rates equal to either the Canadian prime rate or U.S. Base Rate plus a margin ranging from 2.00% to 4.00% per annum or for CORRA loans and SOFR loans plus a margin ranging from 3.00% to 5.00% per annum. Undrawn amounts under the revolving credit facility bear standby fee ranging from 0.75% to 1.25% per annum. In each case, the margin or standby fee, as applicable is based on Net Debt to EBITDA ratio of Gran Tierra Canada Ltd. As of September 30, 2025, the outstanding balance under the facility was C$27.7 million (US$19.9 million) and the weighted-average interest rate on borrowings during the three and nine months ended September 30, 2025 was 6.64% and 6.48% respectively. On July 22, 2025, the borrowing base was redetermined by National Bank of Canada at C$100.0 million, of which available commitment is C$50.0 million.

On October 30, 2025, the existing revolving credit facility was amended to increase available commitment amount from C$50.0 million (US$35.9 million as of September 30, 2025) to C$75.0 million (US$53.9 million as of September 30, 2025) and extend the term to a two-year maturing October 30, 2027. The borrowing base was maintained at C$100.0 million.

Credit Facility - Colombia

On April 16, 2025, the Company, through its wholly owned subsidiary, Gran Tierra Energy Colombia GmbH, a Swiss limited liability company, entered into a $75.0 million reserve-based lending facility (the “RBL Facility”). Any loans incurred under the reserve-based landing facility will mature on April 16, 2028. The availability of borrowings under the RBL Facility is subject to an annual borrowing base determination which will occur on or before May 1 of each year. The RBL Facility will bear interest at a rate per annum equal to, at Company’s option, either (a) a customary base rate (subject to a floor of 1.00%) plus an applicable margin of 4.5% or (b) a term secured overnight finance rate (“SOFR”) reference rate plus an applicable margin of 4.5%. Interest on base rate borrowings is payable quarterly in arrears and interest on term SOFR borrowings accrues in respect of interest periods of three or six months, at the election of the Company, and is payable on the last day of such interest period. The facility also includes a commitment fee of 1.58% per annum on undrawn amounts.

On October 23, 2025, the existing RBL facility was amended (“ the Amended RBL Facility”) to reduce the borrowing base to $60.0 million and revised certain related terms, including provisions governing borrowings, hedging obligations, and borrowing base redetermination. Under the terms of Amended RBL Facility, the Company is required to repay any amounts outstanding in excess of $20.0 million upon funding the oil prepayment agreement (Note 14) and the lender may initiate a redetermination of the borrowing base if advances requested by the Company are in excess of $20.0 million.

As of September 30, 2025 the outstanding balance under the RBL Facility was $24.5 million. For the three and nine months ended September 30, 2025, the weighted-average interest rate on borrowings was 9.05% and 8.79%, respectively.

Under the terms of the RBL Facility, the Company is required to maintain compliance with the following financial covenants:

i.consolidated net debt to consolidated adjusted EBITDA ratio that may not exceed 3.00 to 1.00, and

ii.consolidated interest coverage ratio that may not be less than 2.50 to 1.00

The Company was in compliance with all applicable covenants related to the RBL facility as of September 30, 2025.

Senior Notes

During the nine months ended September 30, 2025, the Company paid at maturity the remaining principal of $24.8 million of 6.25% Senior Notes due in February 2025 for cash consideration of $25.6 million, including interest payable of $0.8 million.

During the nine months ended September 30, 2025, the Company also purchased $1.8 million of outstanding 9.50% Senior Notes for cash consideration of $1.7 million resulting in a $0.1 million loss on purchase, which included the write-off of deferred financing fees of $0.1 million.

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

As at September 30, 2025, the Company was in compliance with all applicable covenants related to the Senior Notes.

Leases

During the three months ended September 30, 2025, the Company entered into one operating lease of $0.1 million and one finance lease of $1.4 million. The operating lease has a term of three years and a discount rate of 10.9%. The finance lease has a term of one year term and a discount rate of 9.6%.

During the nine months ended September 30, 2025, the Company entered into one operating lease of $0.1 million and two finance leases of $8.0 million. The operating lease has a term of three years and a discount rate of 10.9%. The finance leases have a lease term ranging from one to two years and a weighted average discount rate of 9.6%.

Interest Expense

The following table presents the total interest expense recognized in the accompanying interim unaudited condensed consolidated statements of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands of U.S. Dollars)	2025		2024		2025		2024
Contractual interest and other financing expenses	$	21,178	$	16,783	$	60,864	$	47,539
Amortization of debt issuance costs	4,269		3,109		12,184		9,175
	$	25,447	$	19,892	$	73,048	$	56,714

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

GRAN TIERRA ENERGY INC. 10-Q