SEC Form DEF 14A filed by Gran Tierra Energy Inc.

TO OUR STOCKHOLDERS,

We invite you to attend the Annual Meeting of Gran Tierra Energy Inc., (“Gran Tierra” or the “Company”) which will be on May 2, 2025, at 10:00 a.m. Mountain Time. This year’s Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting of Stockholders online, vote your shares electronically and submit your questions during the meeting by visiting https:/web.lumiagm.com/208908912.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement describes the business to be conducted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to submit your vote via the internet or mail.

2024 was another pivotal year for Gran Tierra, defined by significant exploration success in Ecuador, continued operational excellence in Colombia, and an exciting new country entry into Canada. Our strategy of expanding into proven hydrocarbon basins with existing infrastructure has strengthened our asset base, allowing us to capitalize on high-return development opportunities. In 2024, Gran Tierra demonstrated its confidence in the Company’s future prospects by repurchasing 6.7% of our outstanding shares through our normal course issuer bid program—demonstrating our dedication to long-term shareholder value creation. With a current 1P before tax net asset value of $35.23 per share, share buybacks remain a strategic and efficient way to return capital to our shareholders, while reinforcing our commitment to long-term value creation.

Gran Tierra continues to build a diversified, high-quality portfolio across multiple jurisdictions, positioning us to capitalize on opportunities in both conventional and unconventional hydrocarbon basins. Our management team has a strong track record of executing value-enhancing acquisitions and creating long-term value for our stockholders. In 2024, we once again exceeded 100% reserve replacement on a proved basis, with exceptional reserve replacement rates of 702% (1P), 1,249% (2P), and 1,500% (3P), driven by our exploration success in Colombia and Ecuador and our strategic entry into Canada.

Last year was Gran Tierra Energy’s safest year on record. The Company has now accumulated a total of 27.8 million person-hours without a Lost Time Injury (LTI). In 2024, its Total Recordable Incident Frequency (TRIF) was 0.03, placing Gran Tierra in the top quartile for safety performance across its operating regions. We remain committed to continuously reinforcing this culture to ensure our operations remain amongst the safest in our industry.

Building upon our achievements in 2024, we are excited about our 2025 development and exploration program, which is expected to be fully funded by cash flow. The Company generated net cash provided by operating activities of $239.3 million, an increase of 5% from 2023 and realized 2024 Net Income of $3 Million ($0.10 per share, basic) and 2024 Adjusted EBITDA of $367 Million. Our approach remains focused on portfolio longevity and maximizing returns, with a capital allocation strategy which emphasizes profitable reserve and production growth across our Canadian, Colombian and Ecuadorian assets.

We are excited about the prospects of our 2025 exploration initiatives in Ecuador and Colombia, where we are set to drill between 6 to 8 high-impact exploration wells. These prospects have the potential to be significant catalysts in our commitment to unlock new reserves and drive sustainable growth. We are also pleased to be drilling prolific wells in the Montney and appraisal in the Clearwater and Central Alberta. Gran Tierra has drilled 5 new wells in the Clearwater at East Dawson and Walrus. This program has confirmed the quality of our acreage in the Clearwater play. With our expansion into Canada, approximately 20% of our production, 23% of our 1P reserves, and 26% of our 2P reserves now include conventional and shale gas assets, providing greater resilience across commodity cycles.

Gran Tierra prioritizes achieving its objectives through adherence to guiding principles, including compliance with all relevant regulatory frameworks. The company also undertakes initiatives beyond these requirements to further promote safety, protect the environment, support communities, respect Human Rights, and contribute to local stability.

Our strong commitment to fulfilling our voluntary Beyond Compliance philosophy includes projects like our flagship conservation program, NaturAmazonas, which was founded by Gran Tierra Energy and Conservation International in 2017. The high-quality cocoa produced through this program gained international recognition, leading to a commercial agreement with KAOKA—one of the world’s largest buyers of organic cocoa—to export 12.5 tons of organic, deforestation-free cocoa. This achievement opens new markets and income opportunities for producers in the Putumayo region. Across all of Gran Tierra’s environmental initiatives, the Company has planted over 1.9 million trees and has conserved, preserved, or reforested more than 5,400 hectares of land to date.

Looking ahead, we remain committed to operational and financial excellence, which is matched by our dedication to the well-being of our employees, the communities and environments in which we operate. We remain focused on responsible growth, safety, and sustainability as we continue to deliver long-term value to all our stakeholders, local communities and the environment.

On behalf of the Board of Directors and our leadership team, thank you for your continued support and confidence in Gran Tierra Energy. We look forward to discussing our achievements and future plans with you at the 2025 Annual General Meeting.

On behalf of our Board of Directors and the Gran Tierra team, I want to thank all our stakeholders for their continued support.

Sincerely,

		/s/ Gary S. Guidry   President and Chief Executive Officer

March 18, 2025

Notice of Meeting

Annual Meeting of the Stockholders of Gran Tierra Energy Inc.

The business of the meeting is to:

These items of business are more fully described in the proxy statement accompanying this notice.

This notice and the attached proxy statement are first being mailed to our stockholders beginning on or about March 18, 2025. Holders of shares on March 6, 2025, the record date, are entitled to notice of, and to vote at, our meeting or any adjournment or postponement thereof.

Gran Tierra will be holding its annual meeting in a virtual-only format by way of webcast accessed at https:/web.lumiagm.com/208908912 and no physical or in-person meeting will be held. A virtual-only meeting will provide all stockholders an equal opportunity to participate at the annual meeting regardless of their geographic location or the particular constraints, circumstances or risks they may be facing. Stockholders will be able to attend the annual meeting online and vote their shares electronically and submit questions during the meeting.

If you are a registered stockholder, to attend the annual meeting and vote your shares electronically and submit questions during the meeting, you will need the control number included on the Notice of Internet Availability of Proxy Materials or proxy card that accompanied your proxy materials. If you are the beneficial owner of shares held in “street name”, and wish to attend the meeting insert your name in the blank space included in the proxy form provided by your broker or other agent and submit such proxy form to your broker or other agent prior to the voting deadline to vote your shares and submit questions during the meeting. In addition you must also register your appointment (of your broker or other agent) by emailing [email protected] no later than the voting deadline and provide Odyssey with your name, email, number of shares appointed and name of broker or other agent where shares are held, so that Odyssey may email the appointee their control number.

We are using the “Notice and Access” method of providing proxy materials to our stockholders which provides our stockholders with a convenient way to access the proxy materials and vote, while allowing us to lower the costs of printing and distributing the proxy materials and reduce the environmental impact of our meeting. We will mail to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) in lieu of a paper copy of our proxy materials. Stockholders receiving the Notice may review the proxy materials online or request a paper copy by following the instructions set forth in the Notice.

Please submit your proxy or voting instructions on the Internet or by telephone promptly by following the instructions about how to view the proxy materials on your Notice of Internet Availability of Proxy Materials so that your shares can be voted, regardless of whether you expect to attend the annual meeting. If you received your proxy materials by mail, you may submit your proxy or voting instructions on the Internet or you may submit your proxy by marking, dating, signing and returning the enclosed proxy/confidential voting instruction card. If you attend the annual meeting, you may withdraw your proxy and vote at the annual meeting.

By order of the Board of Directors

Calgary, Alberta, Canada

March 18, 2025

Proxy Statement Table of Contents