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 |