Announcement • Aug 07

+ 1 more update

Etablissements Maurel & Prom S.A. (ENXTPA:MAU) entered into a definitive share sale and purchase agreement to acquire Gran Tierra Energy CI GmbH from Gran Tierra Energy Inc. (NYSEAM:GTE) for $1.3 billion.

Etablissements Maurel & Prom S.A. (ENXTPA:MAU) entered into a definitive share sale and purchase agreement to acquire Gran Tierra Energy CI GmbH from Gran Tierra Energy Inc. (NYSEAM:GTE) for $1.3 billion on August 4, 2026. The acquisition includes all of Gran Tierra’s assets and operations in Colombia and Ecuador. The consideration will be paid in cash and is subject to customary adjustments. The total value of the Transaction is $1.33 billion, subject to working capital and other customary adjustments, with an economic effective date of March 31, 2026. Out of this, $65 million will be payable 364 days after closing of the Transaction as a loan note issued by GTECI to Gran Tierra. A $50 million deposit is payable by M&P upon signing of the SPA. A substantial portion of the consideration will be satisfied through the rollover of Gran Tierra’s debt instruments, which will be transferred to M&P at closing, The 9.50% Senior Notes due 2029 ($88 million outstanding as at June 30, 2026), The 9.75% Senior Secured Notes due 2031 ($494 million outstanding as at June 30, 2026) and The $350 million prepayment facility with Trafigura. The total consideration represents $1.33 billion which aligns to an after-tax net present value (discounted at 10%) of the Divested Business’s proved-plus-probable (2P) reserves of approximately $1.37 billion, as derived from the GTE McDaniel Reserves Report. The Divested Business represents approximately 29,000 barrels of oil per day of first half 2026 average working-interest production (before royalties), approximately 144 million barrels (MMbbl) of proved-plus-probable (2P) reserves. Following closing, Gran Tierra intends to concentrate its capital on its retained assets, which the Company believes offer the most attractive risk-adjusted returns and the clearest path to sustainable free cash flow growth. In case of termination, Etablissements Maurel & Prom S.A. will pay a fee of $50 million and Gran Tierra Energy Inc. will pay a fee of $50 million. The transaction will be financed through existing cash resources and available credit facilities. The transaction is subject to approval by the shareholders of Gran Tierra Energy Inc. at a special meeting expected to be held in the third quarter of 2026, receipt of the requisite consents from certain creditors, regulatory approvals in Colombia, including from the Superintendence of Industry and Commerce of Colombia (“SIC”) and the Agencia Nacional de Hidrocarburos (“ANH”), and in Ecuador, including approvals from the relevant Ministry and hydrocarbons regulator and customary antitrust approvals; and other customary conditions. The satisfaction of these conditions will determine the closing date which is expected around December 31, 2026. The proceeds from the transaction is expected to be used to return capital to stockholders through a repurchase of the Gran Tierra Energy Inc's outstanding common shares. BofA Securities, Inc. acted as lead financial advisor to Gran Tierra and fairness opinion provider to Board of Directors of Gran Tierra Energy Inc. RBC Capital Markets, LLC acted as financial advisor to Gran Tierra Energy Inc. Bracewell LLP acted as legal advisor to Gran Tierra Energy Inc. Herbert Smith Freehills Kramer LLP acted as legal advisor to Etablissements Maurel & Prom S.A.

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Etablissements Maurel & Prom S.A. (ENXTPA:MAU) entered into a definitive share sale and purchase agreement to acquire Gran Tierra Energy CI GmbH from Gran Tierra Energy Inc. (NYSEAM:GTE) for $1.3 billion.

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