GRAN TIERRA ENERGY INC.GTE
GRAN TIERRA ENERGY INC. Debt Disclosure
Debt and Debt Issuance Costs
The Company incurred debt issuance costs in connection with the issuance of the 9.50% Senior Notes and its Canadian and Colombian credit facilities. As at December 31, 2025, the balance of unamortized debt issuance costs has been presented as a direct deduction against the carrying amount of debt and is being amortized to interest expense using the effective interest method over the term of the debt.
The Company’s debt at December 31, 2025 and 2024, was as follows:
| As at December 31, | |||||||||||
| (Thousands of U.S. Dollars) | 2025 | 2024 | |||||||||
| Current | |||||||||||
6.25% Senior Notes | $ | — | $ | 24,828 | |||||||
9.50% Senior Notes | 21,910 | — | |||||||||
Unamortized Senior Notes discount | (496) | — | |||||||||
| Unamortized debt issuance costs | (202) | (21) | |||||||||
| $ | 21,212 | $ | 24,807 | ||||||||
Long-term | |||||||||||
7.75% Senior Notes | $ | 24,201 | $ | 24,201 | |||||||
9.50% Senior Notes | 694,430 | 737,590 | |||||||||
Unamortized Senior Notes discount | (29,365) | (41,918) | |||||||||
Unamortized debt issuance costs(1) | (14,458) | (18,075) | |||||||||
| 11,713 | 20,325 | ||||||||||
| $ | 686,521 | $ | 722,123 | ||||||||
Total Debt | $ | 707,733 | $ | 746,930 | |||||||
(1) Includes $1.8 million of deferred financing fees related to Canadian and Colombian credit facilities as at December 31, 2025 (December 31, 2024 - nil).
(2) The current portion of the lease obligation has been included in on the Company’s balance sheet
and totaled $17.0 million as at December 31, 2025 (December 31, 2024 - $15.3 million).
Senior Notes
At December 31, 2025, the Company had $24.2 million of 7.75% Senior Notes due 2027 (the “7.75% Senior Notes”), and $716.3 million of 9.50% Senior Notes due 2029 (the “9.50% Senior Notes”).
The 7.75% Senior Notes bear interest at a rate of 7.75% per annum, payable semi-annually in arrears on May 23 and November 23 of each year, beginning on November 23, 2019. The 7.75% Senior Notes will mature on May 23, 2027, unless earlier redeemed or re-purchased.
The Company may redeem all or a portion of the 7.75% Senior Notes plus accrued and unpaid interest applicable to the date of the redemption.
The 9.50% Senior Notes bear interest at a rate of 9.50% per year, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2024. The 9.50% Senior Notes will mature on October 15, 2029, unless earlier redeemed or re-purchased.
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 any time, prior to October 15, 2026, the Company may redeem 35% of the aggregate principal amount of 9.50% Senior Notes at a redemption price equal to 109.50% of the principal amount. Additionally, the Company may redeem all or a portion of the 9.50% Senior Notes:
(i) prior to October 15, 2026, at a redemption price equal to a 100% principal amount plus an applicable premium, which is the greater of:
•1% of the principal amount of 9.50% Senior Notes, and
•the excess of the present value of the redemption price plus all required interest payments computed using a discount rate equal to the Treasury rate at the redemption date plus 0.5% due to date, excluding accrued but unpaid interest, over the outstanding principal amount of 9.50% Senior Notes.
(ii) On or after October 15, 2026, at the following redemption prices: 2026 -104.750%; 2027 -102.375%; 2028 and thereafter - 100%.
If the Company undergoes a change of control, holders may require the Company to repurchase for cash all or any portion of their 9.50% Senior Notes at a change of control repurchase price equal to 101% of the principal amount plus accrued and unpaid interest to, but excluding, the change of control repurchase date.
During the year ended December 31, 2025, the Company paid at maturity the remaining principal of $24.8 million of 6.25% Senior Notes due in February 15, 2025 for cash consideration of $25.6 million million, including interest payable of $0.8 million.
During the year ended December 31, 2025, the Company purchased in the open market $21.3 million of outstanding 9.50% Senior Notes for cash consideration of $17.2 million, including interest payable of $0.2 million. The purchase resulted in a $2.9 million gain on purchase, which included the write-off of deferred financing fees of $1.4 million. The re-purchase of 9.50% Senior Notes were not cancelled and held by the Company as treasury bonds as at December 31, 2025.
At December 31, 2025, $179.1 million of principal owing on the 9.50% Senior Notes ($173.4 million net of unamortized discount and issuance costs) was contractually due within twelve months of the balance sheet date; however, the Company had both the intent and the ability to refinance the obligation on a long-term basis (see Note 20). As a result, $157.2 million principal owing of 9.50% Senior Notes ($152.1 million net of unamortized discount and issuance costs) has been classified as long-term debt at December 31, 2025, representing the portion of 9.50% Senior Notes exchanged for 9.75% Senior Notes.
Under the terms of the 9.50% Senior Notes agreement, the Company is required to maintain compliance with the following financial covenants:
i.consolidated interest coverage ratio of not less than 2.5; and
ii.consolidated net debt (total debt excluding deferred financing fees debt less cash equivalents) to consolidated adjusted earnings before interest, taxes and DD&A (“EBITDA”) of not more than 3.0.
As at December 31, 2025, the Company was in compliance with all applicable covenants on Senior Notes.
Credit Facility - Canada
As at December 31, 2025, the Company, through its wholly owned subsidiary, Gran Tierra Canada Ltd., had a revolving credit facility with National Bank of Canada dated March 22, 2024 with a borrowing base of C$100.0 million (US$72.9 million) and the available commitment of a C$75.0 million (US$54.7 million) revolving credit facility comprised of a C$60.0 million (US$43.7 million) syndicated facility and a C$15.0 million (US$10.9 million) 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. The maturity date of the facility is October 30, 2027.
During 2025, the Company drew C$37.2 million (US$26.1 million) under the revolving credit facility, and C$82.5 million (US$58.8 million) under the operating credit facility, both of which were fully repaid, and as at December 31, 2025, the revolving and operating credit facility remain undrawn.
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 lending 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 4.50% or (b) a term secured overnight finance rate (“SOFR”) reference rate plus an applicable margin of 4.50%. 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 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 December 31, 2025.
During 2025, the Company drew $34.5 million under the RBL facility, which was fully repaid, and as of December 31, 2025 the RBL facility remained undrawn. Subsequent to December 31, 2025, the RBL facility was terminated by the Company. There were no material early termination penalties incurred, and upon full repayment and satisfaction of the Credit Agreement, the related guarantee and security interests securing its obligations were extinguished and terminated.
Leases
During the year ended December 31, 2025, the Company recorded one new operating lease related to a motor vehicle of $0.1 million and three new finance leases related to power generation equipment of $20.1 million. The operating lease has a term of three years and a discount rate of 10.92%. The finance leases have lease terms of one year and a weighted average discount rate of 9.60%.
During the year ended December 31, 2024, the Company recorded seven new operating leases related to office leases in Canada and Ecuador, motor vehicles and field equipment totaling $4.9 million and six new finance leases for power generation and safety equipment totaling $8.1 million. The operating leases have lease terms ranging from to five years and weighted average discount rate of 6.69%. The finance leases have lease terms ranging from to two years and weighted average discount rate of 9.60%.
As of December 31, 2025, the Company’s finance leases had remaining useful lives slightly over one year and the weighted average discount rate of 9.60% and operating leases had remaining useful lives ranging from to three years and the weighted average discount rate of 7.54%.
Interest Expense
The following table presents the total interest expense recognized in the accompanying consolidated statements of operations:
| Year Ended December 31, | |||||||||||||||||
| (Thousands of U.S. Dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Contractual interest and other financing expenses | $ | 84,366 | $ | 67,548 | $ | 49,975 | |||||||||||
| Amortization of debt issuance costs | 16,943 | 12,918 | 5,831 | ||||||||||||||
| $ | 101,309 | $ | 80,466 | $ | 55,806 | ||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 4, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 20, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Mar 1, 2017 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.