Gran Tierra Energy Inc.: Multiple Board Resignations Signal Internal Dispute Over Audit Committee Investigation

Key Points from the Report

• Four directors resigned from the Board of Gran Tierra Energy Inc. (NYSE American, TSX, LSE: GTE) in March 2026.
• The resignations were tied to disagreements over the handling of an independent investigation by the Audit Committee into an anonymous complaint.
• The complaint did not involve allegations of fraudulent activity or misstatements in the company’s financial statements.
• The Board reduced its size from nine to five directors following these resignations.
• Written correspondence from the resigning directors highlight the central issue: the termination of independent legal counsel hired to investigate the complaint.
• One resigning director, David Smith, explicitly disagreed with the company’s disclosure and requested that the dismissal of independent counsel be directly addressed.
• The Audit Committee has pledged to continue the investigation, utilizing external legal counsel and other advisors as necessary.

Details for Investors and Shareholders

On March 11 and 12, 2026, Gran Tierra Energy Inc. announced the immediate resignations of four members of its Board of Directors: Evan Hazell, Sondra Scott, David Smith, and Brad Virbitsky. These departures are particularly significant due to the key roles these individuals held:

• Evan Hazell: Chair of the Health, Safety & Environment Committee; member of the Audit and Reserves Committees.
• Sondra Scott: Chair of the Nominating and Corporate Governance Committee; member of the Health, Safety & Environment and Reserves Committees.
• David Smith: Chair of the Audit Committee; member of the Compensation Committee.
• Brad Virbitsky: Member of the Health, Safety & Environment and Reserves Committees.

The Board’s size was cut from nine to five directors in response to the resignations.

Background: Disagreement Over Audit Committee Investigation

All four directors cited their disagreement with the majority of the then five-member Audit Committee as the reason for their resignations. Specifically, they objected to the decision to terminate the independent legal counsel who had been engaged to lead an investigation into an anonymous whistleblower complaint received by the committee.

Importantly, the company stated that the complaint in question does not involve any allegations of fraudulent activity or misstatements in Gran Tierra’s financial statements.

The Audit Committee has stated it will continue to investigate the complaint and has instructed management to engage external legal counsel and other advisors as needed. The committee intends to oversee the ongoing investigation.

Director Correspondence Highlights Internal Friction

The company attached written resignation letters from each director. The correspondence makes clear that the core issue was the termination of the independent counsel. For example:

• Evan Hazell wrote: “I disagree with the decision by a majority of the Audit Committee members to terminate the independent legal counsel engaged by the committee to conduct an independent investigation of issues brought to the committee’s attention.”
• Brad Virbitsky stated: “I strongly disagree with the decision of the audit committee to end the third party investigation of the whistleblower complaint and handle it internally.”
• David Smith later wrote that he “disagrees with the words as drafted and request[s] that they be changed to address the dismissal of independent counsel.”

These direct communications underscore both the seriousness of the dispute and the depth of disagreement among board members.

Potential Price-Sensitive and Shareholder Considerations

• Board Stability Concerns: The abrupt loss of four directors, including key committee chairs, raises questions about governance stability at Gran Tierra Energy Inc. This may be viewed negatively by investors and could impact market confidence in the company’s leadership and oversight.
• Internal Controls and Oversight: The resignations were triggered by a decision to handle a whistleblower complaint investigation internally, rather than through previously engaged independent counsel. This could raise concerns among investors regarding the robustness and independence of the company’s internal controls and governance practices.
• Ongoing Investigation: The company asserts that the Audit Committee will continue to investigate with external counsel, but the dispute and resignations may lead to increased regulatory or shareholder scrutiny.
• No Financial Misstatement Alleged: The company clarified that the complaint does not allege fraudulent activity or financial misstatement, which may help to mitigate concerns about the integrity of reported financials.
• Potential for Share Price Volatility: Given the governance concerns and internal disagreement, the news is likely to be viewed as price sensitive and could result in near-term share price volatility as shareholders and the market digest the implications and await further disclosures.

Conclusion

The mass resignation of directors at Gran Tierra Energy Inc., including key committee leadership, over the termination of independent counsel investigating a whistleblower complaint, represents a significant governance event. While the company maintains that the complaint is not about financial fraud or misstatements and that the Audit Committee will continue its work, the episode may raise red flags about boardroom dynamics, oversight practices, and internal controls. Investors should closely monitor further developments, including the outcome of the ongoing investigation and any additional changes to board or committee composition.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research and consult a qualified financial advisor before making investment decisions. The information is based on company filings and may be subject to change or updates without notice.

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