-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R+gGYRmgCLqwuolK0vXLyq1ewqFccQJITnKX9mlmERb/hMDp3CV8MZFQDneNBg72 7j9vuCzQ2v1oANdi0ROpTQ== 0001144204-06-031569.txt : 20060808 0001144204-06-031569.hdr.sgml : 20060808 20060808164915 ACCESSION NUMBER: 0001144204-06-031569 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060215 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060808 DATE AS OF CHANGE: 20060808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAN TIERRA ENERGY, INC. CENTRAL INDEX KEY: 0001273441 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-111656 FILM NUMBER: 061013778 BUSINESS ADDRESS: STREET 1: 300, 611-10TH AVENUE S.W. CITY: CALGARY STATE: A0 ZIP: T2R 0B2 BUSINESS PHONE: (403) 265-3221 MAIL ADDRESS: STREET 1: 300, 611-10TH AVENUE S.W. CITY: CALGARY STATE: A0 ZIP: T2R 0B2 FORMER COMPANY: FORMER CONFORMED NAME: GOLDSTRIKE INC DATE OF NAME CHANGE: 20040113 FORMER COMPANY: FORMER CONFORMED NAME: GOLKSTRIKE INC DATE OF NAME CHANGE: 20031216 8-K/A 1 v049316.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 15, 2006
 
GRAN TIERRA ENERGY INC.
(f/k/a GOLDSTRIKE INC.)

(Exact name of registrant as specified in its charter)
 
         
Nevada
 
333-111656
 
98-0479924
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)
 
300, 611 - 10th Avenue S.W.
    
Calgary, Alberta, Canada
  
T2R 0B2
(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 (see General Instruction A.2. below):
 
¨
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))
 

Item 8.01 Other Events.

On February 22, Gran Tierra Energy Inc. (the “Company”) filed a Current Report on Form 8-K to disclose that the Company had made an offer to acquire certain interests of Compania General de Combustibles S.A. (CGC). The Company offered to purchase CGC’s participation interests in a total of eight properties in Argentina.

Any purchase of an interest in the CGC properties will be separate from the purchase of any other CGC property included in the offer, with the exception of four minor properties, which must be purchased together. The total consideration for the acquisition of all eight of the properties would have been $37.8 million pursuant to the offer we made to CGC.

According to the terms of the initial offer, the offer would have expired on April 30, 2006. However, the offer was extended and eventually expired on July 31, 2006. The Company intends to renew the offer for the properties in the future.

Completion of the acquisitions was subject to various authorizations within Argentina, including court approval for the sale of the eight interests in the properties. Pursuant to the terms of the offer, court approval was required to be obtained by July 31, 2006, which consent has not been obtained at this time.

The CGC properties consist of four minor properties which are not subject to the rights of first refusal of the joint venture partners in those properties and four properties which are subject to rights of first refusal. The total cash consideration for the four minor, non-producing properties is $2.1 million. These four interests include a 93.18% participation in the Valle Morado Block, a 100% interest in the Santa Victoria Block and the remaining 50% interest in the Nacatimbay and Ipaguaza Blocks (in which the Company currently holds 50% interests). If the offer is extended and if court approval occurs prior to the expiration of the offer, the Company would acquire these properties as they are not subject to partner rights of first refusal. However, the Company cannot assure you that these events will occur.

The four properties subject to rights of first refusal include a 75% participation in each of the El Chivil Block and the Surubi Block, a 17.85% interest in the Palmar Largo joint venture (in which the Company currently holds a 14% interest) and a 5% participation in the Aguarague joint venture. In connection with these properties, the Company may also be required to receive third-party consents in connection with the assignment of contracts. The offer to purchase all of the CGC interests has expired and the Company has not received the required court approvals by the deadline for such approvals. In addition, the acquisition of the interests in these properties would also be subject to the right of first refusal.

The Company previously disclosed that it expected the purchase to close on or about April 30, 2006. As a result of the delay in obtaining court approvals, the need to extend the offer, the potential exercise of the rights of first refusal and the need to obtain third-party consents, the Company cannot assure you that it will be able to acquire any of the CGC properties. In, addition, management of the Company does not expect that the Company will be able to acquire all of the CGC properties. If the Company is able to acquire any of the CGC properties, management cannot estimate when such acquisition would occur.
 
 
SIGNATURES
 
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.
     
  Gran Tierra Energy Inc.
 
 		  
 		  
 
    By:  /s/ James Hart
 
Name: James Hart
  Title: Chief Financial Officer 
   
  Date: August 8, 2006


 
 
 
 
 
 

 
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