UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2005
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GRAN TIERRA ENERGY, INC.
(f/k/a GOLDSTRIKE INC.)
(Exact name of registrant as specified in its charter)
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Nevada 333-111656 Applied For
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
10th Floor, 610-8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G5
(Address of principal executive offices) (Zip Code)
(403) 537-3218
(Registrant's telephone number, including area code)
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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))
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Section 1- Registrant's Business and Operation
Item 1.01 Entry into a Material Definitive Agreement
On December 14, 2005, Gran Tierra Energy Inc. (the "Company") entered into
Subscription Agreements (the "Subscription Agreements") with 26 accredited
investors (the "Investors") pursuant to which the Company agreed to issue and
sell, in a private placement offering (the "PPO") units ("Units") of the
Company's securities. Each Unit consisted of one share of common stock ("Common
Stock") and one warrant to purchase common stock ("Warrants"). Each Warrant
entitles its holder to purchase one-half a share of Common Stock for an exercise
price of $0.625 per one-half share, and is exercisable for a five year period
from the date of issuance. The Units were offered at a price of $0.80 per Unit.
Also on December 14, 2005, the Company and the Investors entered into
Registration Rights Agreements (the "Registration Rights Agreements") pursuant
to which the Company has agreed to register for resale the shares of Common
Stock sold to the Investors in the PPO and the shares of Common Stock underlying
the Warrants within 120 days of the closing date of the merger of the Company
and Goldstrike, Inc, which occurred on November 10, 2005.
The foregoing descriptions of the Subscription Agreement, Registration
Rights Agreement and Warrants are merely summaries and are not intended to be
complete. Such documents are each filed as exhibits to this Current Report and
the full text of each such exhibit is incorporated herein by reference in its
entirety. A copy of the Subscription Agreement is attached hereto as Exhibit
10.1 and is incorporated herein by reference. A copy of the Registration Rights
Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by
reference. A copy of the form of the Warrants is attached hereto as Exhibit 4.1
and is incorporated herein by reference.
Section 3- Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
The disclosure contained in Item 1.01 of this Current Report is
incorporated herein by reference.
Effective December 14, 2005, the Company conducted a closing on the PPO.
The Units were offered and sold only to "accredited investors," as that term is
defined by Rule 501 of Regulation D, and to persons who were neither residents
in, nor citizens of, the United States. The Company derived gross proceeds of
$1,074,577 from the sale of 1,343,221 Units in the Offering. The Company
incurred costs in the amount of $33,637.15 in connection with the Offering. The
net proceeds of the Offering are expected to be used for working capital and
general corporate purposes.
Section 9- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Incorporated by Reference
Exhibit No. Description to Filings Indicated
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4.1 Form of Warrant*
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10.1 Subscription Agreement*
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10.2 Registration Rights Agreement*
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* filed herewith
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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: December 14, 2005
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EXHIBIT INDEX
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Incorporated by Reference to
Exhibit No. Description Filings Indicated
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4.1 Form of Warrant*
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10.1 Subscription Agreement*
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10.2 Registration Rights Agreement*
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* filed herewith
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