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): April
18,
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
eight
separate dates beginning on April 4, 2008 and ending on April 21, 2008, we
issued an aggregate of 1,941,417 shares of our common stock for an aggregate
purchase price of $2,043,486.80. These shares were issued to 19 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.
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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| Date: April
22,
2008 |
GRAN
TIERRA ENERGY INC.
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By: |
/s/
Martin Eden
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Martin
Eden
Chief
Financial Officer
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