Gran Tierra Energy Inc. (NYSE American: GTE | TSX: GTE | LSE: GTE) announced on September 11, 2026 that it is soliciting consents from holders of its 9.750% Senior Secured Amortizing Notes due 2031, with approximately US$479,353,000 in principal outstanding. The consent solicitation is designed to facilitate proposed amendments to the notes' indenture in connection with the company's previously announced agreement to sell its Colombia and Ecuador operations to Établissements Maurel et Prom S.A. Noteholders have until 5:00 p.m. New York City time on September 22, 2026 to submit their consents.

Key Points

  • Gran Tierra Energy Inc. (NYSE American: GTE | TSX: GTE | LSE: GTE) is a Calgary-based international oil and gas company
  • The company is soliciting consents to amend the indenture governing its 9.750% Senior Secured Amortizing Notes due 2031 to enable the assumption of those notes by the purchaser upon completion of the Colombia and Ecuador asset sale
  • Principal amount outstanding is US$479,353,000; consent fee is US$2.50 per US$1,000 in principal; consent deadline is September 22, 2026
  • Investors should watch for confirmation that the requisite 50% consent threshold has been obtained and for the closing of the asset sale

Proposed Indenture Amendments Tied to Maurel & Prom Asset Sale

Gran Tierra's proposed amendments to the indenture serve several specific purposes connected to the pending sale of its South American business to Maurel & Prom. The amendments would release certain collateral and waive debt coverage tests to permit the note assumption by the purchaser, clarify that the transaction does not constitute a Change of Control under the indenture, update the definition of GAAP to include International Financial Reporting Standards and French accounting principles, and designate certain working interest acquisitions in Colombia's Sinu-9 gas licence as Permitted Investments. The interest rate, payment terms, and maturity date of the notes will remain unchanged, the announcement states.

Consent Threshold and Fee Structure for GTE Noteholders

To be effective, the proposed amendments require consents from holders of at least 50% of the aggregate principal amount of the notes outstanding, described in the release as the Requisite Consents. Holders who validly deliver and do not revoke their consents before the September 22, 2026 expiration will be eligible to receive a consent fee of US$2.50 per US$1,000 in principal held. Payment of the consent fee is contingent on completion of the sale. Gran Tierra has reserved the right to extend, modify, or terminate the solicitation at its sole discretion if the threshold is not met by the deadline.

Gran Tierra's Strategic Refocus on Canada and Azerbaijan Operations

Upon completion of the sale, Gran Tierra states its producing operations will be concentrated in Canada, with continued pursuit of exploration interests in Azerbaijan. The company entered into the Share Sale and Purchase Agreement with Maurel & Prom on August 5, 2026, covering all South American assets. The note assumption structure means the purchaser, Maurel & Prom Andina S.A.S., will take on the obligations under the indenture at closing. BofA Securities, Inc. is acting as sole solicitation agent, and D.F. King & Co. Inc. is serving as information and tabulation agent. The immediate share price impact was not clear from available public information.