Hello, and welcome to the special meeting of stockholders of Gran Tierra Energy Inc. Please note that today's meeting is being recorded. Today's discussion may include certain forward-looking information, oil and gas information, and non-GAAP financial measures. This meeting webcast is the property of Gran Tierra Energy. Any copying or rebroadcasting of this webcast is expressly forbidden without the written consent of Gran Tierra Energy. It is now my pleasure to turn today's meeting over to Bob Hodgins, Chairman of the Board of Directors of Gran Tierra Energy. Mr. Hodgins, the floor is yours. Thank you. Good morning, ladies and gentlemen, and welcome to the special meeting of stockholders of Gran Tierra Energy Inc, which is being held by webcast. My name is Robert Hodgins, and I'm the Chairman of the Board of Directors of Gran Tierra Energy Inc, and will act as Chairman of the special meeting of stockholders of Gran Tierra Energy Inc. I'm pleased to have you join this webcast. I also want to thank Gran Tierra's Board of Directors who are joining us today, and thank you to the members of Gran Tierra management who have joined us as well. Phil Abraham, our Corporate Secretary, will act as secretary for this meeting. It's 10:00 A.M., and the meeting will now officially come to order. We will proceed with the formal business set forth in the notice of special meeting and proxy statement. If you need a copy of the proxy statement, the links are provided online. The agenda and rules of conduct have been provided on the virtual meeting website and outline how we will proceed with today's meeting. As stated in the rules of conduct, if you would like to submit a question, you may do so by following the instruction on the meeting website. We ask that you limit yourself to two questions or comments and restrict your questions to matters of general interest to our stockholders and relating to proposals submitted at this special meeting. Thank you for cooperation with these rules. Will the secretary please report at this time with respect to the record date, stockholders' list, and the mailing of the notice of special meeting? Thank you, Mr. Hodgins. We have received an affidavit from Odyssey Trust Company confirming that notice of this meeting and the related proxy materials were mailed or made available on September 15th, 2026, to stockholders of record at the close of business on September 14th, 2026. The stockholders' list is available for inspection by verified stockholders in accordance with the arrangements described in the proxy statement. At this time, I would like to confirm that Gloria Gherasim of Odyssey Trust Company will act as Inspector of Election at this meeting. She has taken and subscribed the customary oath of office to execute the duties of Inspector of Election with strict impartiality. The function of the Inspector of Election is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. The polls are now open for voting. If you have not voted or wish to change your vote, you may do so now. Stockholders who have already voted and do not want to change their vote need not take any further action. Will the Secretary please report at this time with respect to the existence of a quorum? We have been informed by the Inspector of Election that proxies have been received for 19,390,470 shares of common stock out of 35,380,429 shares outstanding and entitled to vote as of the record date. The shares represented constitute approximately 54.81% of the outstanding shares entitled to vote. The Inspector of Election has confirmed that a quorum is present. We will now proceed with the formal business of this meeting. There are three proposals to be considered by the stockholders at this meeting, which I will summarize and are more fully described in the proxy statement for this meeting, which has been filed with the Securities and Exchange Commission and mailed or made available to stockholders. First item is the sale proposal. The first item of business is approval of the share purchase agreement dated August 5th, 2026, and the transactions contemplated thereby, including the sale by Gran Tierra Energy International Holdings GmbH, of all issued and outstanding interests of Gran Tierra Energy CI GmbH to Maurel & Prom, Adena S.A.S., on the terms and subject to the conditions set forth in that agreement. This sale concerns the disposition of Gran Tierra's Colombian and Ecuadorian businesses. The Board recommends voting for the sale proposal. Approval requires the affirmative vote of a majority of all outstanding shares entitled to vote. The second item is to do with compensation proposal. The second item of business is approval on an advisory, non-binding basis of the compensation that may, under certain circumstances, be paid or provided to Gran Tierra's named Executive Officers in connection with the share purchase agreement and the transactions contemplated thereby, including the sale described in the sale proposal. The Board recommends also voting for this proposal. Third item is adjournment proposal. The third item of business is the approval of the adjournment of the special meeting, if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the sale proposal. The Board recommends voting for this proposal. We will now pause to address any stockholder questions we have received relating to these proposals. Seeing that there are no questions on the proposals, the polls for voting at our special meeting will now be closed. The polls are now closed. We will now pause briefly while the Inspector of Election confirms the voting results, including any votes cast during the meeting. The preliminary report of the Inspector of Election covering the proposals presented at this meeting is as follows. On a preliminary basis, one, the sale proposal has received support of approximately 99.8% of shares voted and has been approved, subject to final tabulation by the Inspector of Election. Two, the compensation proposal has received approximately 49.3% support of shares voted and has not been approved on an advisory, non-binding basis, subject to final tabulation. Three, the adjournment proposal has received approximately 99.6% support of shares voted and has been approved, subject to final tabulation. The final voting results of today's meetings will be reported on a Form 8-K and filed within four business days of the meeting. The special meeting of stockholders is now adjourned. I want to thank all of you for attending today's meeting and for your interest you have shown in the affairs of our company. Gary Guidry, President and CEO, will now make a presentation regarding the company's recent business. Thank you, Bob. With the formal business concluded, a brief update on the transaction and Gran Tierra Energy after closing. My remarks include forward-looking statements. Please see the advisory on slide number two and our SEC and SEDAR filings. Please go to slide three. Three of five milestones have been achieved. On August 4th, our Board unanimously approved the agreement. On September 22nd, bondholder consent was received, and Maurel & Prom will assume the notes at closing. Today, shareholders approved the transaction, and thank you for your support. What's remaining is both Colombia and Ecuador regulatory approvals, and both are advancing. We are targeting a close of the transaction before year-end, and the effective date remains April 1st, 2026. Total consideration of $1.33 billion of enterprise value is subject to adjustment. About $315 million of net cash, $250 million at close, and another $65 million will be received within a year. The purchase assumes net liabilities we expect to be debt-free, saving an estimated $80 million a year in interest. We do plan a share buyback conditional on closing, and our Board of Directors will set the terms, and this will be announced separately. The balance of funds will be maintained for both Canada and Azerbaijan. We also have $75 million in a credit facility, which is currently undrawn. The bottom line, we expect to be debt-free with Canada and Azerbaijan growth fully funded. We use the same five criteria when we look at any basin or country in the world. First is a proven hydrocarbon basin. The second is established egress infrastructure that we can access. The third is actionable markets that we can find real opportunities to grow our portfolio. Next is stability, having stability and contract sanctity and rule of law, and competitive, progressive fiscal terms. In our assessment, both Canada and Azerbaijan meet all five of these criteria. Less familiar to many of you is Azerbaijan, and I want to spend a few minutes on why we chose to enter the country. There is 180 years of oil and gas history in the country, and its first industrial well was drilled in 1846. By 1900, Azerbaijan produced half of the world's oil. Over 15 Bb bl have been produced today of oil, and the country still holds 92 TCF of proven gas reserves. Three decades of international partnerships starting in 1994 with the Contract of the Century. Our path at Gran Tierra, we have been studying the country and the infrastructure, excuse me, since 2024. We signed an exploration and development production sharing agreement earlier this year, and it was recently ratified by the parliament. The key question is how are foreign investors treated? In Azerbaijan, the record is very strong. The flagship production sharing agreement recently extended to 2048 and 2049. The 2022 Law on Investment Activity provides compensation at fair value, free repatriation of income, and access to international arbitration. International partners in the country include BP, ExxonMobil, TotalEnergies, and ADNOC to name a few. Over $89 billion has been invested by BP partners and partners in the development and export infrastructure. This is an investment-grade sovereign with three decades of honoring long-term contracts. Access to international markets is extremely important. There are established export routes for both oil and gas. In terms of oil, the BTC pipeline runs almost 1,800 km to Ceyhan on the Mediterranean and the Baku-Supsa to the Black Sea. About 1.3 MMbbl of capacity are available for export daily. Over 4.7 Bb bl have been loaded at Ceyhan since 2006. On the gas side, the $33 billion Southern Gas Corridor carries gas to Italy and Southeast Europe. It serves 16 countries, and 10 of those are in the EU. Our contract area just north of Baku is at the head of the export system. The gas corridor runs 3,500 km to Italy, and our infrastructure criterion in practice, this is clear that we have access to markets in Europe and pricing in Europe. Our exploration and development production sharing agreement is defined by a five-year term with 25 years of production, plus an option to extend for another five years for a 30-year from discovery and development term. We are targeting both oil and natural gas in Azerbaijan. We have a defined work program. Each phase is 250 sq km of 3D seismic and two wells. The second phase is at our election. Cost recovery is settled in barrels or Mcf quarterly with an unlimited carry-forward. We carry our partner SOCAR to development, and we are repaid its cost through oil or natural gas. Contractual settling in oil and gas is a natural hedge for Gran Tierra. The fiscal regime and R Factor split. Operating costs are recovered first, and then capital. Profit, oil or gas split by R Factor, the contractor gets 10%-55%, and the government 45%-90%. The contractors are defined as Gran Tierra at 65% and operator, and our partner, SOCAR, at 35%. There is a 20% profit tax fixed, and it is the only tax that we are subject to. Our share is highest while we are recovering capital, which supports early payback. Now let us move to Canada. Canada is our producing asset base after we close the transaction on Colombia and Ecuador, and we have four core areas in Alberta. Central, our target, or excuse me, our largest is about 9,500 BOEs a day. Wapiti is a liquids-rich deep basin with seven horizons and about 2,200 bbl of oil per day. Clearwater is a heavy oil play with about 300 b p d. Mount Head, a new light oil exploration land base that we have acquired, and low decline production plus two high impact oil plays. Our advantage. First is the breadth. We have four play types across the basin in both oil and gas. Peters & Co analogs comparable plays pay out in a little less than a year to a year and a half. The median is about one point one years on oil and one point two years on gas. These, of course, are analogs, not our results. They show the short cycles and the flexibility to move capital between plays. Clearwater, we have about 89,000 net acres. We have 100% working interest in the Dawson and Seal areas. 980,000 BOEs of 2P reserves, and in McDaniel's estimate, 1.26 Bb bl of unrisked P50 undiscovered oil in place on our lands with an associated 54.8 MMbbl of unrisked prospective resource and 28.1 MMbbl of risked prospective resource. Separately, 6.5 MMbbl of unrisked 2C contingent resources. Our interest in the Clearwater is higher recoveries by water flooding from inception, similar to our recent decade of success in South America. Mount Head is a new Mississippian light oil play, about 19,200 net acres, 100% working interest. McDaniel estimate 93.6 MMbbl of unrisked P50 undiscovered resource in place, 11.7 MMbbl of unrisked prospective reserves, and 4.9 MMbbl of risked. This is a proven light oil system with 37 to 41 degree API, sweet and sour crude. Vertical wells in the area have had shows and tests since the 1940s, with some cumulative production greater than 50,000 bbl from vertical wells. We believe that with newer technology, we can unlock a new development horizon. In summary, shareholder approval is in hand and closing is targeted before year-end, subject to regulatory approvals. We expect to be debt-free, save an estimated $80 million a year in interest, and receive $315 million of net cash. We have a share buyback plan with terms to be set by our Board of Directors and announced separately. The balance is expected to fund growth on a short cycle production in two high impact oil plays in Canada and a long life exploration and development production sharing agreement in an investment grade Azerbaijan with direct access to European markets. This concludes our presentation. Thank you for joining us and for your support. For details, please see our press release and our September 15th proxy statement at grantierra.com and contact investor relations at info@grantierra.com. Thank you very much.
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