Unassociated Document
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): March
7,
2008
GRAN
TIERRA ENERGY INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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98-0479924
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(State
or other jurisdiction of incorporation)
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(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
3.02. Unregistered Sales of Equity Securities.
On
seven
separate dates beginning on February 28, 2008 and ending on March 7, 2008,
we
sold an aggregate of 598,458 shares of our common stock for an aggregate
purchase price of $655,505.90. These shares were issued to 14 holders of
warrants to purchase shares of our common stock upon exercise of the warrants.
The shares were issued to these holders in reliance on Section 4(2) under the
Securities Act, in that they were issued to the original purchasers of the
warrants, who had represented to us in the private placement of the warrants
that they were accredited investors as defined in Regulation D under the
Securities Act.
On
March
7, 2008, we issued 476,190 shares of our common stock to three holders of
exchangeable shares, which were issued by a subsidiary of Gran Tierra in a
share
exchange on November 10, 2005, and were exchanged for shares of our common
stock. The shares were issued to these holders in reliance on Regulation S
promulgated by the SEC as the investor was not a resident of the United
States.
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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Dated
March 11,
2008
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GRAN
TIERRA ENERGY INC.
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By:
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/s/
Martin H. Eden
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Martin
H. Eden
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Chief
Financial Officer
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