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): February 15, 2006
GRAN TIERRA ENERGY, INC.
(f/k/a GOLDSTRIKE INC.)
(Exact name of registrant as specified in its charter)
Nevada 333-111656 Applied For
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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 15, 2006, Gran Tierra Energy Inc. (the "Company") executed an
offer to acquire certain interests of Compania General de Combustibles S.A.
("CGC") in certain assets in Argentina. The Company offered to purchase CGC's
participation interests in a total of eight properties in Northern Argentina.
Assets acquired include all rights to petroleum and natural gas substances and
rights to explore for and recover petroleum and natural gas, for a combination
of producing, non-producing and exploration assets.
The total purchase price for the acquisitions is $37.8 million. Up to $5
million of the purchase price may consist of shares of the Company's common
stock, to be determined by CGC at a later date.
The purchase of CGC's interests is expected to close on or about April 30,
2006, or such other date as shall be agreed in writing by the Company and CGC.
The closing is subject to standard conditions including the execution of
mutually acceptable agreements on or before the closing date, the receipt of
necessary regulatory and governmental approvals, the provision of necessary
financing and is subject to preferential acquisition rights of partners in
certain properties. If a sale and assignment agreement has not been signed by
April 30, 2006 by both the Company and CGC, the Company's offer will expire
according to its terms.
On February 22, 2006, the Company issued a press release to announce its
execution of the above described offer. The press release is filed as an exhibit
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release of the Company dated February 22, 2006
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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
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Name: James Hart
Title: Chief Financial Officer
Date: February 22, 2006
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of the Company dated February 22, 2006