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): June
27,
2007
GRAN
TIERRA ENERGY INC.
(Exact
name of Registrant as specified in its charter)
|
Nevada
|
98-0479924
|
|
(State
or other jurisdiction of incorporation)
|
(I.R.S.
Employer Identification
No.)
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Commission
file number:
000-52594
300,
611
- 10th Avenue S.W.
Calgary,
Alberta, Canada T2R 0B2
(Address
of principal executive offices and zip code)
Registrant's
telephone number, including area code: (403)
265-3221
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):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item
1.01. |
Entry
into a Material Definitive
Agreement.
|
As
previously disclosed, Gran Tierra Energy Inc. (“Gran Tierra”) sold an aggregate
of 50,000,000 units of Gran Tierra’s securities at a price of $1.50 per unit in
a private offering for gross proceeds of $75 million (the “Purchase Price”),
pursuant to three separate Securities Purchase Agreements, dated June 20, 2006,
and one Securities Purchase Agreement, dated June 30, 2006 (collectively, the
“2006 Offering”). Each unit comprised one share of Gran Tierra’s common stock
and one warrant to purchase one-half of a share of Gran Tierra’s common stock at
an exercise price of $1.75 for a period of five years, resulting in the issuance
of 50,000,000 shares of Gran Tierra’s common stock and warrants to purchase
25,000,000 shares of Gran Tierra’s common stock. In connection with the issuance
of these securities, Gran Tierra entered into four separate Registration Rights
Agreements with the investors pursuant to which Gran Tierra agreed to register
for resale the shares (and shares issuable pursuant to the warrants) issued
to
the investors in the offering by November 17, 2006 (the “Mandatory Effective
Date”). Since the registration statement was not declared effective by the
Securities and Exchange Commission by that date, Gran Tierra accrued
approximately USD $7.75 Million in liquidated damages.
On
June
27, 2007, under the terms of the Registration Rights Agreements, Gran Tierra
obtained a sufficient number of consents from the signatories to the agreements
waiving Gran Tierra’s obligation to pay in cash the accrued liquidated damages.
Gran Tierra agreed to amend the terms of the warrants issued in the 2006
Offering by reducing the exercise price of the warrants to $1.05 and extending
the life of the warrants by one year.
On
June
29, 2007, Gran Tierra issued a press release announcing the waiver. A copy
of
the press release is attached as Exhibit 99.1 to this current report and is
incorporated herein by reference.
| Item
9.01 |
Financial
Statements and Exhibits.
|
|
Exhibit
Number
|
Description
|
| |
|
|
99.1
|
Press
Release, dated June 29, 2007, Announcing Gran Tierra Energy Inc.
Waiver of
Liquidated Damages and Amendment of
Warrants.
|
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.
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| |
GRAN
TIERRA ENERGY INC.
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|
|
|
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Dated
July 3, 2007
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By: |
/s/ Martin
H. Eden |
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|
| |
Martin
H. Eden
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Exhibit
Index
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
Release Issued June 29, 2007
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