v3.26.1
Debt and Debt Issuance Costs
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt and Debt Issuance Costs Debt and Debt Issuance Costs
The Company’s debt as at June 30, 2026, and December 31, 2025, was as follows:
(Thousands of U.S. Dollars)As at June 30, 2026As at December 31, 2025
Current
7.75% Senior Notes
$24,201 $— 
9.50% Senior Notes
21,910 21,910 
Unamortized Senior Notes discount(247)(496)
Unamortized debt issuance costs(147)(202)
$45,717 $21,212 
Long-Term
7.75% Senior Notes, due May 2027 (“7.75% Senior Notes”)
$— $24,201 
9.50% Senior Notes, due October 2029 (“9.50% Senior Notes”)
65,729 694,430 
9.75% Senior Notes, due April 2031 (“9.75% Senior Notes”)
494,353 — 
Unamortized Senior Notes discount(21,343)(29,365)
Unamortized debt issuance costs (1)
(9,233)(14,458)
529,506 674,808 
Long-term lease obligation (2)
22,306 11,713 
$551,812 $686,521 
Total Debt$597,529 $707,733 
(1) Includes $0.1 million of deferred financing fees related to Canadian revolving credit facility as at June 30, 2026 (December 31, 2025 - $1.8 million related to Canadian revolving and Colombian credit facilities).
(2) The current portion of the lease obligation was included in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet and totaled $25.2 million as at June 30, 2026 (December 31, 2025 - $17.0 million).

Senior Notes
(Thousands of U.S. Dollars)
9.50% Senior Notes
9.75% Senior Notes
Senior Notes, December 31, 2025
$716,340 $— 
Principal exchanged for 9.75% Senior Notes
(628,701)628,701 
Early participation principal payment— (125,000)
Rounding adjustment on exchange— (131)
Purchased in the open market — (9,217)
Senior Notes principal, June 30, 2026
$87,639 $494,353 

During the six months ended June 30, 2026, the Company issued $503.6 million in aggregate principal amount of its 9.75% Senior Secured Amortizing Notes due 2031 (the “9.75% Senior Notes”), and paid $125.0 million in cash consideration in
exchange for $628.7 million aggregate principal amount of its 9.50% Senior Notes. The exchange was accounted for as a debt modification.

The 9.75% Senior Notes will mature on April 15, 2031, unless earlier redeemed or re-purchased. Subject to adjustment for required minimum denominations, the principal amount of 9.75% Senior Notes will be amortized over three installments as follows: (i) October 15, 2029 - 15% of the principal amount; (ii) October 15, 2030 - 15% of the principal amount; (iii) April 15, 2031 - the remainder of the principal amount. On or before December 31, 2026 (“the Offer Date”), the Company is required to offer to purchase up to $30.0 million aggregate principal amount of the 9.75% Senior Notes (“the Offer Amount”). The Offer Amount will be reduced by the aggregate principal amount of any 9.75% Senior Notes redeemed or re-purchased by the Company in the open market transactions before the Offer Date.

During the six months ended June 30, 2026, the Company re-purchased $9.2 million of 9.75% Senior Notes for cash consideration of $8.1 million resulting in a $0.6 million gain on purchase, which included the write-off of deferred financing fees of $0.5 million. Subsequent to the quarter, the Company re-purchased an additional $15.0 million of 9.75% Senior Notes for cash consideration of $13.5 million.

At any time, prior to April 15, 2028, the Company may redeem up to 35% of the aggregate principal amount of 9.75% Senior Notes at a redemption price equal to 109.75% of the principal amount. Additionally, the Company may redeem all or a portion of the 9.75% Senior Notes on or after 2028 at the following redemption prices: 2028 - 104.875%; 2029 - 102.438%; 2030 and thereafter - 100%.

Under the terms of the 9.75% Senior Notes agreement, the Company is required to maintain compliance with the following financial covenants:
i.consolidated interest coverage ratio of not less than 2.50; and
ii.consolidated net debt (total debt excluding deferred financing fees less cash equivalents) to consolidated adjusted earnings before interest, taxes and DD&A (“EBITDA”) of not more than 3.00.

As at June 30, 2026, the Company was in compliance with all applicable covenants related to Senior Notes.

Credit facility

On May 12, 2026, the Company, through its wholly owned subsidiary Gran Tierra Canada Ltd., amended its revolving credit facility with National Bank of Canada. As part of the amendment, the borrowing base has decreased to C$75.0 million (US$52.8 million). The available commitment under the revolving credit facility remained unchanged of a C$75.0 million (US$52.8 million), comprised of a C$60.0 million (US$42.3 million) syndicated facility and C$15.0 million (US$10.6 million) of operating facility. The amounts drawn down 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 a 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 revolving credit facility matures on October 30, 2027. As of June 30, 2026, the revolving credit facility remained undrawn.

Leases

During the three and six months ended June 30, 2026, the Company entered into three and four finance leases of $5.3 million and $21.0 million, respectively. The new finance leases had a three-year term and a weighted average discount rate of 9.6%.

During the six months ended June 30, 2026, the Company entered into one operating lease of $4.0 million which had a five-year term and a discount rate of 9.1%.
Interest Expense

The following table presents the total interest expense recognized in the accompanying interim unaudited condensed consolidated statements of operations:
Three Months Ended June 30,Six Months Ended June 30,
(Thousands of U.S. Dollars)2026202520262025
Contractual interest and other financing expenses$22,751 $20,284 $61,336 $39,686 
Amortization of debt issuance costs1,722 4,082 13,015 7,915 
$24,473 $24,366 $74,351 $47,601