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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 17, 2026
GRAN TIERRA ENERGY INC.
(Exact Name of Registrant as Specified in
its Charter)
| Delaware |
|
001-34018 |
|
98-0479924 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
500 Centre Street S.E.
Calgary, Alberta,
Canada
T2G 1A6
(Address of Principal Executive Offices)
(Zip Code)
(403) 265-3221
(Registrant’s Telephone Number, Including
Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common Stock, par value $0.001 per share |
GTE |
NYSE American
Toronto Stock Exchange
London Stock Exchange
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
On March 17, 2026, Gran Tierra Energy Inc.
(the “Company”) issued a press release announcing that it has signed a contract whereby the Company is expected, subject to
regulatory approvals and other conditions precedent, to earn a 49 percent working interest in the Tisquirama block located in the Middle
Magdalena Valley Basin of Colombia, which contains the Tisquirama and San Roque fields. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The information in this Item 7.01 and in Exhibit 99.1 attached
to this report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended or the Exchange Act, regardless
of any general incorporation language contained in such filing.
Forward-Looking Statements
The statements other than statements of historical facts included in
this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities
Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 or “forward-looking information” within the meaning of applicable Canadian securities law, including, but
not limited to, statements regarding the satisfaction of the conditions precedent to, and the timing of the effectiveness of, the new
contract, including receipt of applicable regulatory approvals; the Company’s ability to earn its working interest in the block;
the expected timing, cost and scope of the committed work program and Phase 1 capital activities, including the capital carry and social
investment; the expected timing of obtaining operatorship and entitlement to base production; the expected allocation of capital and operating
expenditures following completion of the Phase 1 carry commitment; OOIP relating to the block, planned waterflood expansion, drilling,
development and water injection activities; potential production levels, recovery factors and development potential; the potential use
of multi-leg horizontal drilling techniques; and anticipated operational synergies, including water management integration and the potential
use of natural gas to support gas-to-power infrastructure. 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 those described in the Company’s
filings with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, performance or achievements. Therefore, actual outcomes and results could materially
differ from what is expressed or implied in such statements.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of Gran Tierra Energy Inc. issued on March 17, 2026. |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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: March 17, 2026 |
GRAN TIERRA ENERGY INC. |
| |
| |
By: |
/s/ Ryan Ellson |
| |
|
Name: |
Ryan Ellson |
| |
|
Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1

Gran Tierra Energy Inc. Announces
Strategic Partnership with Ecopetrol for The Development of Fields in the Middle Magdalena Valley Adjacent to Gran Tierra’s Largest
Producing Field
CALGARY, Alberta – March 17,
2026 (GLOBE NEWSWIRE) – Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE
American:GTE)(TSX:GTE)(LSE:GTE) is pleased to announce that it has signed a contract (collectively, “the
Contract”) whereby the Company is expected to earn, subject to regulatory approvals and other conditions precedent, a 49
percent working interest (“WI”) in the Tisquirama block located in the Middle Magdalena Valley Basin of Colombia
(“the Block”) which contains the Tisquirama and San Roque fields (“the Fields”). Production is
expressed in barrels of oil equivalent (“boe”) per day (“boepd”).
“Gran Tierra views the Contract as a strategic
opportunity to obtain operatorship of assets, upon completion of the initial work program, and subject to Executive Committee approval
of the corresponding plans with significant original oil in place (“OOIP”) that has historically seen limited development
or secondary recovery and currently has a relatively low recovery factor. We believe this creates a compelling opportunity to apply Gran
Tierra’s proven operating model and waterflood expertise to enhance recovery and extend field life. The Fields are adjacent to our
Acordionero field and share similar geological characteristics, in which we have successfully implemented waterflood development to maximize
recovery. By leveraging the technical expertise and operational efficiencies demonstrated at Acordionero, we believe there is a clear
opportunity to waterflood the assets and significantly improve the recovery factor. In addition, we see potential to apply modern technologies,
including potential application of horizontal and multi-lateral drilling techniques utilized in our Canadian operations, to increase reservoir
contact and improve recovery. The proximity of these assets to our existing operations would also create meaningful synergies, including
the ability to integrate water management across the fields and to utilize natural gas to implement a gas to power project, thereby lowering
operating costs across the area. Operating these Fields alongside Acordionero would allow Gran Tierra to manage the area as a single operating
hub, improving efficiency and maximizing long-term value for all stakeholders. The transaction further strengthens the longstanding partnership
between Ecopetrol and Gran Tierra” said Gary Guidry, President and Chief Executive Officer of Gran Tierra.
The Contract is subject to the satisfaction of
certain conditions precedent including regulatory approval by the Superintendence of Industry and Commerce of Colombia (“SIC”).
The satisfaction of such conditions precedent will determine the Contract’s effective date.
Key Terms
| o | Phase 1 capital activity is expected to focus initially on waterflood expansion from Gran Tierra’s
operated Acordionero field into the adjoining Fields before accelerating development through wellbore optimization and low-risk infill
drilling of the identified OOIP across the Block. Completion of Phase 1 is achieved with a minimum of $15 million, and previous approval
of the Executive Committee, gross capital expenditures and implementation of continuous water injection which is currently anticipated
to be achieved in the first quarter of 2027. |
| o | Upon completion of Phase 1, Gran Tierra will receive 49 percent of existing base production in addition
to 49 percent of incremental production. The Fields averaged 2,500 boepd on a gross basis in 2025. Upon completion of the carry commitment,
ongoing capital expenditures would be shared between the parties, with Gran Tierra continuing as operator and applying its waterflood
expertise to further expand secondary recovery and accelerate development, with anticipated potential production levels in excess of 13,000
boepd (gross) if development proceeds as expected. |
| o | Expenditure commitment for a $92.4 million carry capital by Gran Tierra of approximately $47.1 million
on a gross capital program over 40 months. |
| o | In addition to development opportunities, there are near-field
exploration prospects in proven plays on the Block. |
| o | The contract term extends until the economic limit of the Fields, providing long-term development visibility
and allowing Gran Tierra and Ecopetrol to fully develop the Block’s resource potential. |

| · | The reservoirs share similar geological characteristics to Gran Tierra’s adjoining Acordionero field,
where the Company has successfully applied waterflood techniques to enhance recovery. Management will utilize a similar development strategy
as at Acordionero, with active waterflood development and efficient low-cost infill drilling. There are greater than 60 unbooked drilling
locations across the Block and Gran Tierra and Ecopetrol will evaluate the potential use of multi-leg horizontal drilling techniques to
increase reservoir contact and optimize capital efficiencies. |
| · | The development wells will be targeting the same formations and depths in Acordionero which we are currently
drilling and completing for less than $2.0 million. We have drilled over 100 wells in the Acordionero field. |
| · | Proximity to Acordionero will provide operational synergies including optimizing water management and
injection across the Fields. Natural gas from the blocks may support gas-to-power infrastructure, enabling self-generated electricity
and lowering operating costs across the area. |
Contact Information
For investor and media inquiries please contact:
Gary Guidry, Chief Executive Officer
Ryan Ellson, Executive Vice President & Chief Financial Officer
+1-403-265-3221 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,
Ecuador and Azerbaijan. The Company is currently developing its existing portfolio of assets in Canada, Colombia and Ecuador; however,
we have recently entered into an exploration, development and production sharing agreement with SOCAR and may eventually expand our operations
into Azerbaijan and 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 U.S. Securities
and Exchange Commission (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”), which can be identified by such terms as “expect,”
“plan,” “can,” “will,” “should,” “guidance,” “estimate,” “forecast,”
“signal,” “progress,” “believes,” and “remains subject to,” derivations thereof and similar
terms are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements
regarding the satisfaction of the conditions precedent to, and the timing of the effectiveness of, the Contract, including receipt of
regulatory approvals from the SIC; Gran Tierra’s ability to earn its working interest in the Block; the expected timing, cost and
scope of the committed work program and Phase 1 capital activities, including the capital carry and social investment; the expected timing
of obtaining operatorship and entitlement to base production; the expected allocation of capital and operating expenditures following
completion of the Phase 1 carry commitment; OOIP relating to the Block and the Acordionero field, planned waterflood expansion, drilling,
development and water injection activities; potential production levels, recovery factors and development potential; the potential use
of multi-leg horizontal drilling techniques; and anticipated operational synergies, including water management integration and the potential
use of natural gas to support gas-to-power infrastructure.
The forward-looking statements contained in this
press release reflect several material factors and expectations and assumptions of Gran Tierra including, without limitation, that Gran
Tierra will obtain the required regulatory approvals and satisfy the conditions precedent for the Contract to become effective, that
Gran Tierra will continue to conduct its operations in a manner consistent with its current expectations, the accuracy of testing and
production results and seismic data, pricing and cost estimates (including with respect to commodity pricing and exchange rates), rig
availability, the effects of drilling down-dip, the effects of waterflood and multi-stage fracture stimulation operations, the extent
and effect of delivery disruptions, and the general continuance of current or, where applicable, assumed operational, regulatory and
industry conditions in Canada, Colombia, Ecuador and Azerbaijan and areas of potential expansion, and the ability of Gran Tierra to execute
its business and operational plans in the manner currently planned. Gran Tierra believes the material factors, expectations and assumptions
reflected in the forward-looking statements are reasonable at this time, but no assurance can be given that these factors, expectations
and assumptions will prove to be correct.
Among the important factors that could cause actual
results to differ materially from those indicated by the forward -looking statements in this press release are: certain of Gran Tierra’s
operations are located in South America and the Company is pursuing activities in other international jurisdictions, including Azerbaijan,
and unexpected problems can arise due to guerilla activity, strikes, local blockades or protests, civil unrest, sanctions-related restrictions,
or other political instability; risks associated with the Company’s potential entry into Azerbaijan, including the risk that the
EDPSA may not become effective or may be delayed due to failure to obtain required legislative or governmental approvals, and political,
regulatory or legal risks associated with operating in a new jurisdiction and the risk that exploration activities may not result in commercial
discoveries; technical difficulties and operational difficulties may arise which impact the production, transport or sale of Gran Tierra’s
products; other disruptions to local operations; 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 a global health crisis, geopolitical events,
including the ongoing conflicts in Ukraine, the Middle East and Venezuela, 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 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 and natural gas prices and oil and natural
gas consumption more than Gran Tierra currently predicts, which could cause Gran Tierra to further modify its 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 Gran Tierra’s
products; the ability of Gran Tierra to execute its 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 Gran Tierra’s 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 Gran Tierra’s common stock or bonds; the risk that Gran Tierra does not receive the anticipated benefits of
government programs, including government tax refunds; Gran Tierra’s ability to comply with financial covenants in its credit agreement
and indentures and make borrowings under its credit agreement; and the risk factors detailed from time to time in Gran Tierra’s
periodic reports filed with the SEC, including, without limitation, under the caption “Risk Factors” in Gran Tierra’s
Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 4, 2026 and its other filings with the SEC.
These filings are available on the SEC’s website at http://www.sec.gov and on SEDAR+ at www.sedarplus.ca.
The forward-looking statements contained in this
press release are based on certain assumptions made by Gran Tierra based on management’s experience and other factors believed to
be appropriate. Gran Tierra believes these assumptions to be reasonable at this time, but the forward-looking statements are subject to
risks and uncertainties, many of which are beyond Gran Tierra’s control, which may cause actual results to differ materially from
those implied or expressed by the forward looking statements.
All forward-looking statements are made as of
the date of this press release and the fact that this press release remains available does not constitute a representation by Gran Tierra
that Gran Tierra believes these forward-looking statements continue to be true as of any subsequent date. Actual results may vary materially
from the expected results expressed in forward-looking statements. 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.
The estimates of future production may be considered
to be future-oriented financial information or a financial outlook for the purposes of applicable Canadian securities laws. Financial
outlook and future-oriented financial information contained in this press release about prospective operational performance are provided
to give the reader a better understanding of the potential future performance of the Company in certain areas and are based on assumptions
about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant
information currently available, and to become available in the future. In particular, this press release contains projected operational
information for the Block. These projections contain forward-looking statements and are based on a number of material assumptions and
factors set out above. Actual results may differ significantly from the projections presented herein. The actual results of Gran Tierra’s
operations for any period could vary from the amounts set forth in these projections, and such variations may be material. See above for
a discussion of the risks that could cause actual results to vary. The future-oriented financial information and financial outlooks contained
in this press release have been approved by management as of the date of this press release. Readers are cautioned that any such financial
outlook and future-oriented financial information contained herein should not be used for purposes other than those for which it is disclosed
herein. The Company and its management believe that the prospective financial information has been prepared on a reasonable basis, reflecting
management’s best estimates and judgments, and represent, to the best of management’s knowledge and opinion, the Company’s
expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative
of future results.
Presentation of Oil and Gas Information
Boes have been converted on the basis of six thousand
cubic feet (“Mcf”) natural gas to 1 boe of oil. Boes may be misleading, particularly if used in isolation. A boe conversion
ratio of 6 Mcf: 1 boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent
a value equivalency at the wellhead. In addition, given that the value ratio based on the current price of oil as compared with natural
gas is significantly different from the energy equivalent of six to one, utilizing a boe conversion ratio of 6 Mcf: 1 boe would be misleading
as an indication of value.
References to a formation where evidence of hydrocarbons
has been encountered is not necessarily an indicator that hydrocarbons will be recoverable in commercial quantities or in any estimated
volume. Gran Tierra’s reported production is a mix of light crude oil and medium heavy crude oil, tight oil, conventional natural
gas, shale gas and natural gas liquids for which there is no precise breakdown since the Company’s sales volumes typically represent
blends of more than one product type. Well test results should be considered as preliminary and not necessarily indicative of long-term
performance or of ultimate recovery. Well log interpretations indicating oil and gas accumulations are not necessarily indicative of future
production or ultimate recovery. If it is indicated that a pressure transient analysis or well-test interpretation has not been carried
out, any data disclosed in that respect should be considered preliminary until such analysis has been completed. References to thickness
of “oil pay” or of a formation where evidence of hydrocarbons has been encountered is not necessarily an indicator that hydrocarbons
will be recoverable in commercial quantities or in any estimated volume.
The drilling locations disclosed in this press
release are unbooked locations. Unbooked locations are internal estimates based on Gran Tierra’s assumptions as to the number of
wells that can be drilled per section based on industry practice and internal review. Unbooked locations do not have attributed reserves
or resources. Unbooked locations have been identified by management as an estimation of Company’s multi-year drilling activities
based on evaluation of applicable geologic, seismic, engineering, production and reserves information. There is no certainty that Gran
Tierra will drill all unbooked drilling locations and if drilled there is no certainty that such locations will result in additional
oil and gas reserves, resources or production. The drilling locations considered for future development will ultimately depend upon the
availability of capital, regulatory approvals, seasonal restrictions, oil and natural gas prices, costs, actual drilling results, additional
reservoir information that is obtained and other factors. While certain of the unbooked drilling locations have been derisked by the
drilling of existing wells in relative close proximity to such unbooked drilling locations, other unbooked drilling locations are farther
away from existing wells where management has less information about the characteristics of the reservoir and therefore there is more
uncertainty whether wells will be drilled in such locations and if drilled there is more uncertainty that such wells will result in additional
oil and gas reserves, resources or production.