8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 31, 2023

GRAN TIERRA ENERGY INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-34018	98-0479924
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Centre Street S.E.

Calgary, Alberta, Canada
T2G 1A6

(Address of Principal Executive Offices)

(Zip Code)

(403) 265-3221

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GTE	NYSE American Toronto Stock Exchange London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 31, 2023, the Board of Directors of Gran Tierra Energy Inc. (the “Company”) appointed Sebastien Morin as Chief Operating Officer of the Company, effective November 6, 2023, to serve until his successor is chosen and qualified or until his resignation, retirement, disqualification or removal from office.

Prior to his appointment as Chief Operating Officer of the Company, Mr. Morin, 47, served as President and Chief Operating Officer at WesternZagros Resources Ltd. (“WesternZagros”), a privately-owned petroleum operating company with production sharing contracts in the Kurdistan region of Iraq, from October 2021 to October 2023. Prior to his role at WesternZagros, Mr. Morin was Vice President Global Drilling and Completions at the Company from July 2020 to September 2021. Prior to his appointment as Vice President Global Drilling and Completions, Mr. Morin held progressively more senior positions at the Company in Colombia and in the Corporate Office in Calgary from August 2014 to June 2020. Prior to his original tenure at the Company, Mr. Morin held increasingly more senior technical and managerial positions in upstream and downstream at Imperial Oil (Esso) from July 2012 to July 2014, ExxonMobil from September 2008 to June 2012, and Imperial Oil (Esso) from May 2001 to August 2008. Mr. Morin has a Bachelor of Science degree in Geological Engineering from the University of Waterloo.

Mr. Morin has no familial relationships with any director or other executive officer of the Company. There are no arrangements or understandings between Mr. Morin and any other persons pursuant to which Mr. Morin was appointed as Chief Operating Officer, and there are no related party transactions between Mr. Morin and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Morin’s Mr. Morin’s initial annual base salary will be $400,000 Canadian Dollars. Mr. Morin’s target award under the Gran Tierra Short-Term Incentive Plan for 2023 will be 80% of his annual base salary, prorated for actual service for the year, and his target award opportunity under the Gran Tierra Long-Term Incentive Program for 2023 is expected to be 320% of his annual base salary and is comprised of a mix of stock options and Performance Share Units. Mr. Morin will also have the ability participate in Gran Tierra’s employee share purchase plan. Mr. Morin will be entitled to participate in and to receive all rights and benefits under any life insurance, disability, medical, dental, health and accident plans maintained by the Company for its employees and for its executive officers specifically.

A copy of the Company’s press release announcing the appointment of Mr. Morin as Chief Operating Officer is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated October 31, 2023.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 31, 2023	GRAN TIERRA ENERGY INC.
	By:	/s/ Ryan Ellson
		Name:	Ryan Ellson
		Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Gran Tierra Energy Inc. Announces Appointment of Chief Operating Officer

CALGARY, ALBERTA, October 31, 2023, Gran Tierra Energy Inc. ("Gran Tierra" or the "Company") (NYSE American:GTE)(TSX:GTE)(LSE:GTE) is pleased to announce the appointment of Mr. Sebastien Morin as Chief Operating Officer (“COO”). Mr. Morin will be joining Gran Tierra as COO, located in Calgary and will report to Gary Guidry, President and Chief Executive Officer. Mr. Morin was most recently President & COO at WesternZagros Resources Ltd., a privately-owned petroleum operating company with production sharing contracts in the Kurdistan region of Iraq. Prior to WesternZagros Resources, Mr. Morin was previously employed by Gran Tierra, holding progressively more senior positions in Colombia and Calgary with the Company, including Vice President of Operations in Colombia.

Prior to his original tenure with Gran Tierra, Mr. Morin spent 13 years with Imperial Oil (Esso) and ExxonMobil, where he held increasingly more senior technical and managerial positions in upstream and downstream, including drilling and completions, reservoir development, production, customer service and distribution, mostly onshore but also with experience offshore in the Gulf of Mexico. Mr. Morin has a Bachelor of Science degree in Geological Engineering from the University of Waterloo. The following areas will report directly to Mr. Morin: Drilling and Workovers, Operations, Major Capital Projects, Exploration and Asset Management.

Message to Shareholders

Gary Guidry, President and Chief Executive Officer of Gran Tierra, commented: "We are very pleased to welcome Sebastien back to Gran Tierra in the new position of COO. Sebastien has a proven track record of delivering value-added results and has demonstrated excellent mentorship and communication skills. Sebastien was integral in Gran Tierra becoming best in class in its drilling, operations, and execution of capital programs. Sebastien will be focused on continuous improvement and optimization of our capital investments and operating costs and will be leading the functional integration of asset management plans to achieve optimum value for all company assets.”

Contact Information

For investor and media inquiries please contact:

Gary Guidry

President & Chief Executive Officer

Ryan Ellson

Executive Vice President & Chief Financial Officer

Rodger Trimble

Vice President, Investor Relations

+1-403-265-3221

info@grantierra.com

About Gran Tierra Energy Inc.

Gran Tierra Energy Inc. together with its subsidiaries is an independent international energy company currently focused on oil and natural gas exploration and production in Colombia and Ecuador. The Company is currently developing its existing portfolio of assets in Colombia and Ecuador and will continue to pursue additional new growth opportunities that would further strengthen the Company’s portfolio. The Company’s common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Additional information concerning Gran Tierra is available at www.grantierra.com. Except to the extent expressly stated otherwise, information on the Company's website or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this press release. Investor inquiries may be directed to info@grantierra.com or (403) 265-3221.

Gran Tierra's Securities and Exchange Commission (the “SEC”) filings are available on the SEC website at http://www.sec.gov. The Company’s Canadian securities regulatory filings are available on SEDAR at http://www.sedar.com and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Forward-Looking Statements and Legal Advisories:

This press release contains opinions and other statements about future events or results that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and financial outlook and forward-looking information within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"), which can be identified by such terms as “expect,” “plan,” “project,” “will,” “believe,” and other terms that are forward-looking in nature. Such forward-looking statements include, but are not limited to, the Company’s expectations, strategies and operations.

Gran Tierra believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct.

Among the important factors that could cause actual results to differ materially from those indicated by the forward-looking statements in this press release are the risk factors detailed from time to time in Gran Tierra’s periodic reports filed with the Securities and Exchange Commission, including, without limitation, under the caption "Risk Factors" in Gran Tierra's Annual Report on Form 10-K for the year ended December 31, 2022 filed February 21, 2023 and its Quarterly Reports on Form 10-Q. These filings are available on the SEC website at http://www.sec.gov and on SEDAR at www.sedar.com.

All forward-looking statements included in this press release are made as of the date of this press release and the fact that this press release remains available does not constitute a representation by Gran Tierra that Gran Tierra believes these forward-looking statements continue to be true as of any subsequent date. Actual results may vary materially from the expected results expressed in forward-looking statements. Gran Tierra disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws. Gran Tierra’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.

XML

Cover	Oct. 31, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2023
Entity File Number	001-34018
Entity Registrant Name	GRAN TIERRA ENERGY INC.
Entity Central Index Key	0001273441
Entity Tax Identification Number	98-0479924
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	500 Centre Street S.E.
Entity Address, City or Town	Calgary
Entity Address, State or Province	AB
Entity Address, Country	CA
Entity Address, Postal Zip Code	T2G 1A6
City Area Code	403
Local Phone Number	265-3221
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GTE
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false