GTE

GRAN TIERRA ENERGY INC.

NYSE · ENERGY · CRUDE PETROLEUM & NATURAL GAS

11.33

+0.02 +0.18%

USD · close Oct 30

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MKT CAP $400.9MP/E —DIV YIELD —FCF YIELD —REV TTM $638.4M +3.6%NET INCOME −$255.4MNET DEBT $402.8M52W 3.52 – 11.73SEC XBRL · TTM TO Invalid Date

How GTE rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

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New in FY2025

Risk Factors The following section summarizes the material factors that make an investment in our securities speculative or risky.
When any one or more of the following risks materialize from time to time, our business, reputation, financial condition, cash flows, and results of operations can be materially and adversely affected, and the trading price of our common stock could decline.
These risk factors do not identify all risks that we face; our operations can also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations, or by various risks that are generally applicable to most companies.
Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods .
Some of the factors, events, and contingencies discussed below may have occurred in the past, and the disclosures below are not representations as to whether or not the factors, events, or contingencies have occurred in the past, but are provided because future occurrences of such factors, events, or contingencies could have a material adverse effect on our business.
Refer also to the other information set forth in this Form 10-K, including in the MD&A and Financial Statements sections.
Risks Related to our Business Prices and markets for oil and natural gas are unpredictable and tend to fluctuate significantly, which could cause temporary suspension of production and reduce our value We generate revenue through the production and sale of oil, natural gas and NGLs.
Current and forward contract oil and natural gas prices are based on world demand, supply, weather, pipeline capacity constraints, inventory storage levels, geopolitical unrest, world health events and other factors, all of which are beyond our control.
Furthermore, prices which we receive for our oil and natural gas sales, while based on international oil and natural gas prices, are established by contracts with purchasers and include the deductions for quality differentials and transportation.
We also make estimates of the volumes of contingent resources and prospective resources.
The same uncertainties inherent in estimating quantities of reserves apply to estimating quantities of contingent resources.
The uncertainty in estimating prospective resources is even greater.
Actual results may vary significantly from these estimates and such variances could be material.
In addition, there are contingencies that prevent contingent resources from being classified as reserves.
With respect to contingent resources, there is uncertainty that it will be commercially viable to produce any portion of the resources.
With respect to prospective resources, there is no certainty that any portion of the resources will be discovered.
If discovered, there is no certainty that it will be commercially viable to produce any portion of the prospective resources.
The surface water resources of some of the regions in Canada where we operate and aspire to operate may be insufficient for the full commercial-scale development of the region at a pace matching the industry's ambitions.
Unforeseen title defects Ownership of some of our properties in Canada could be subject to prior undetected claims or interests.
Indigenous rights and stakeholder opposition in Canada Indigenous peoples have established and claimed Aboriginal rights and title in portions of Western Canada, including Alberta.
Claims of Indigenous peoples and protests and demonstrations pertaining to Aboriginal rights and title may disrupt or delay third-party operations or new development on our Canadian properties.
The federal implementation of the United Nations Declaration of Rights for Indigenous Peoples, which includes the concept of free, prior and informed consent before adopting measures or approving projects that may affect Indigenous peoples, has the potential to adversely affect our ability to obtain permits, leases, licenses and other approvals in Canada, or to meet the terms and conditions of those approvals.
A third-party mismanagement of an asset may result in significant delays, materially increased costs or liabilities to the Company over which the Company is jointly and severally liable.
The Company continually engages with its operating partners and closely monitors the operation of its assets.
Thorough reviews are conducted before entering into joint venture arrangements to ensure that our operational objectives are aligned with potential joint venture partner.
Our business is subject to local legal, social, security, political and economic factors that are beyond our control, which could impair or delay our ability to expand our operations or operate profitably All of our proved reserves and production are currently located in Colombia, Ecuador and Canada; however, we have recently entered into an exploration, development and production sharing agreement with SOCAR and may eventually expand our operations into Azerbaijan and other countries.
In Ecuador, we have entered into investment agreements with the Ecuadorian government in respect of three of our five Blocks and are in the process of finalizing an additional investment agreement in connection with a recently acquired Perico Block.
These agreements are intended to provide certain legal and fiscal stability protections, including stabilization of the applicable tax regime and access to international arbitration mechanisms.
While these agreements are designed to mitigate political and regulatory risk, they do not eliminate the possibility of adverse governmental action.
We are vulnerable to risks associated with geographically concentrated operations Approximately half of our production comes from four fields located in Colombia.
For the year ended December 31, 2025, the Acordionero, Costayaco, Moqueta and Cohembi fields collectively generated 49% of our production and at December 31, 2025, these four fields accounted for 51% of our proved reserves.
It remains unclear to what extent such results can impact the exercise of mineral rights conferred by the national government, specifically in 2026, a general elections year in Colombia.
Security concerns in Colombia, Ecuador or Azerbaijan may disrupt our operations Oil pipelines have historically been primary targets of terrorist activity in Colombia.
Colombia and Ecuador have experienced social turmoil related to changes in economic policy, which have resulted in illegal road blockades throughout the countries, illegal invasions of private property and impact to regions where our operating activities are located.
Colombia and Ecuador also both have a history of security incidents.
Azerbaijan has also experienced geopolitical tensions and armed conflict Armenia.
While our operations in Azerbaijan are expected to be conducted in cooperation with State Oil Company of Azerbaijan Republic (“SOCAR”), there can be no assurance that regional instability, security incidents, changes in governmental policy or international sanctions affecting the region will not disrupt our operations or adversely affect our financial condition, results of operations or cash flows.
Certain acquisitions could adversely affect our financial results We may pursue strategic acquisitions, such as our recent acquisition of the Perico and Espejo Blocks in Ecuador, as part of our business strategy from time to time.
Risks Related to our Financial Condition Our business requires significant capital expenditures, and we may not have the resources necessary to fund these expenditures Our base capital program for 2026 is $120.0 million to $160.0 million for exploration and development activities.
We expect to fund our 2026 capital program through cash flows from operations.

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Gone since FY2024

Risk Factors Risks Related to our Business Prices and markets for oil and natural gas are unpredictable and tend to fluctuate significantly, which could cause temporary suspension of production and reduce our value We generate revenue through the production and sale of oil, natural gas and NGLs.
Current and forward contract oil natural gas prices are based on world demand, supply, weather, pipeline capacity constraints, inventory storage levels, geopolitical unrest, world health events and other factors, all of which are beyond our control.
Furthermore, prices which we receive for our oil and natural gas sales, while based on international oil prices, are established by contracts with purchasers and include the deductions for quality differentials and transportation.
The surface water resources of some of the regions in Canada where we aspire to operate may be insufficient for the full commercial-scale development of the region at a pace matching the industry's ambitions.
Unforeseen title defects Ownership of some of our properties could be subject to prior undetected claims or interests.
Indigenous rights and stakeholder opposition in Canada Indigenous peoples have established and claimed Indigenous rights and title in portions of Western Canada.
Claims of Indigenous peoples and protests and demonstrations pertaining to Indigenous rights and title may disrupt or delay third-party operations or new development on our Canadian properties.
Requirements relating to the federal implementation of the United Nations Declaration of Rights for Indigenous Peoples, including the concept of free, prior and informed consent before adopting measures or approving projects that may affect Indigenous peoples, have the potential to adversely affect our ability to obtain permits, leases, licenses and other approvals in Canada, or to meet the terms and conditions of those approvals.
A third-party mismanagement of an asset may result in significant delays, materially increased costs or liabilities to the Company over which the Company is joint and severally liable.
The Company continually engages with its operating partners and closely monitors the operation of its assets, thorough reviews are conducted before entering into joint venture arrangements to ensure that our operational objectives are aligned with potential joint venture partner.
Our business is subject to local legal, social, security, political and economic factors that are beyond our control, which could impair or delay our ability to expand our operations or operate profitably All of our proved reserves and production are currently located in Colombia, Ecuador and Canada; however, we may eventually expand to other countries.
We are vulnerable to risks associated with geographically concentrated operations The vast majority of our production comes from four fields located in Colombia.
For the year ended December 31, 2024, the Acordionero, Costayaco, Moqueta and Cohembi fields collectively generated 79% of our production and at December 31, 2024, these four fields accounted for 42% of our proved reserves.
It remains unclear to what extent such results can impact the exercise of mineral rights conferred by the national government.
In 2024, the Colombian government commenced peace process conversations with illegal groups in the country, but it is not clear if these discussions will resolve the disruptions.
Security concerns in Colombia or Ecuador may disrupt our operations Oil pipelines have historically been primary targets of terrorist activity in Colombia.
Colombia and Ecuador have experienced social turmoil related to changes in economic policy, which have resulted in illegal road blockades throughout the countries, and illegal invasions to private property and impacting regions where our operating activities are located.
Colombia and Ecuador also both have a history of security problems.
Certain acquisitions could adversely affect our financial results We may pursue strategic acquisitions, such as our recent acquisition of i3 Energy, as part of our business strategy from time to time.
For example, the success of our acquisition of i3 Energy will depend, in significant part, on our ability to successfully integrate i3 Energy and realize the anticipated strategic benefits and synergies from the acquisition.
The combination of independent businesses is complex, costly and time consuming, and we have devoted, and will continue to devote, significant management attention and resources to integrating the respective business practices and operations of the companies.
Further, the anticipated benefits of the acquisition may not be realized fully or at all, or may take longer to realize than we expect.
In connection with our acquisition of i3 Energy, we acquired assets in block 13/23c in the UK North Sea, management has not allocated any value to this block and there is significant uncertainty that any value can be realized upon disposition or relinquishment.
Risks Related to our Financial Condition Our business requires significant capital expenditures, and we may not have the resources necessary to fund these expenditures Our base capital program for 2025 is $240.0 million to $280.0 million for exploration and development activities.
We expect to fund our 2025 capital program through cash flows from operations.
Funding this program from cash flows from operations relies in part on average Brent oil prices of $75 per barrel, WTI oil prices of $71 per barrel and gas prices of C$2.50 per mcf or greater.
For the period from January 1 to February 20, 2025, the average prices of Brent oil, WTI oil and AECO natural gas were $77.24 per barrel, $73.86 per barrel and C$2.04 per mcf, respectively.
Public and investor sentiment towards climate change, fossil fuels and other Environmental, Social and Governance (“ESG”) matters could adversely affect our cost of capital and the price of our common stock Certain members of the investment community (including investment fund managers, sovereign wealth, pension and endowment funds, and individual investors) have promoted the divestment of fossil fuel equities and pressured lenders to cease or limit funding to companies engaged in the extraction of fossil fuel reserves, including divestment actions by several prominent New York State and New York public employee pension funds.
Some members of the investment community have increased their focus on ESG practices and disclosures by public companies, including practices and disclosures related to climate change and sustainability, diversity, equity and inclusion initiatives, and heightened governance standards, while others have criticized companies for such practices and modified their investments as a result of the same initiatives.
There can be no assurance that future political conditions in Colombia and Ecuador will not result in changes to policies with respect to foreign development and ownership of oil, environmental protection, health and safety or labor relations, which may negatively affect our ability to undertake exploration and development activities in respect of present and future properties, as well as our ability to raise funds to further such activities.
If we fail to comply with these requirements, we could be prevented from drilling for oil and natural gas, and we could be subject to civil or criminal liability or fines.
Under new Colombia regulation, we may not be able to obtain new exploration licenses which can have adverse impact on our future exploration activities, production and operations.
In connection with our acquisition of i3 Energy, we acquired an entity that owns and operates block 13/23c in the UK North Sea.
Like other companies with UK North Sea assets, the frequent and adverse changes to the United Kingdom’s oil and gas fiscal regime have caused significant uncertainty that any value can be realized on disposition or relinquishment of UK assets.
Management has no intentions to develop UK assets.
We may be exposed to liabilities under anti-bribery laws and a finding that we violated these laws could have a material adverse effect on our business We are subject to anti-bribery laws in the United States, Canada, Ecuador and Colombia and will be subject to similar laws in other jurisdictions where we may operate in the future.
The president of the United States declared that Canada, among other countries, is responsible for illegal immigration and drug transit to United States and is in the process of implementing 10% tariffs on energy resources from Canada.
Implementation of tariffs could have adverse impact on our profitability from Canadian operations.
For example, on an international level, in December 2015, almost 200 nations, including Canada, Colombia and, by ratification in July 2017, Ecuador, agreed to an international climate change agreement in Paris, France (the “Paris Agreement”), that calls for countries to set their own GHG emission targets and be transparent about the measures each country will use to achieve its GHG emission targets.
It is not possible at this time to predict whether proposed legislation or regulations will be adopted, and any such future laws and regulations could result in additional compliance costs or additional operating restrictions.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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