Edgar Filing: GRAN TIERRA ENERGY, INC.

Unassociated Document

As filed with the Securities and Exchange Commission on March 9, 2009

Registration No. 333-140171

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4 TO

FORM S-1 ON

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GRAN TIERRA ENERGY INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

98-0479924

(I.R.S. Employer

Identification Number)

300, 611-10th Avenue S.W.

Calgary, Alberta T2R 0B2

Canada

(403) 265-3221

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dana Coffield

President & Chief Executive Officer

300, 611-10th Avenue S.W.

Calgary, Alberta T2R 0B2

Canada

(403) 265-3221

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Nancy Wojtas, Esq.

Brett White, Esq.

Cooley Godward Kronish llp

Five Palo Alto Square, 4th Floor

3000 El Camino Real

Palo Alto, CA 94306-2155

(650) 843-5000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. R

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer R	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Pursuant to Rule 429(b) under the Securities Act, unsold securities previously registered under the Registration Statements on Form S-1, Commission file numbers 333-132352 and 333-146953, are being carried forward to this registration statement.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated March 9, 2009

PRELIMINARY PROSPECTUS

43,965,584 Shares

Common Stock

This prospectus relates to the offering by the selling stockholders of Gran Tierra Energy Inc. of up to 43,965,584 shares of our common stock, par value $0.001 per share. These shares of common stock include (1) up to 12,419,075 shares of common stock issued or issuable to selling stockholders upon exercise of warrants, and (2) 10,984,126 shares of common stock issued or issuable to selling stockholders upon exchange of exchangeable shares of Gran Tierra Goldstrike, Inc., an indirect subsidiary of Gran Tierra. The shares of common stock, warrants and exchangeable shares were issued in a series of private offerings, and are being registered to satisfy registration rights with respect to most of the shares.

We will not receive any proceeds from the sale of common stock by the selling stockholders. We may receive proceeds from the exercise price of the warrants if they are exercised by the selling stockholders. We intend to use any proceeds received from the selling stockholders’ exercise of the warrants for working capital and general corporate purposes.

The selling stockholders may sell the shares of common stock from time to time in the open market, on the NYSE AlterNext, the Toronto Stock Exchange, in privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or otherwise as described under the section of this prospectus titled “Plan of Distribution.”

Our common stock is traded on the NYSE AlterNext under the symbol “GTE” and on the Toronto Stock Exchange under the symbol “GTE.” On March 6, 2009, the closing price of our common stock was US$2.29 per share on the NYSE AlterNext and CDN$2.94 per share on the Toronto Stock Exchange.

Investing in our common stock involves risks. Before making any investment in our securities, you should read and carefully consider the risks described in “Risk Factors” beginning on page 3 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2009.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	i
PROSPECTUS SUMMARY	1
RISK FACTORS	2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
USE OF PROCEEDS	2
SELLING STOCKHOLDERS	2
PLAN OF DISTRIBUTION	21
LEGAL MATTERS	23
EXPERTS	23
WHERE YOU CAN FIND ADDITIONAL INFORMATION	23

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus and any free-writing prospectus that we authorize to be distributed to you. We have not authorized anyone to provide you with information different from or in addition to that contained in this prospectus or any related free-writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial conditions, results of operations and prospects may have changed since that date.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus but might not contain all of the information that is important to you. Before investing in our common stock, you should read the entire prospectus carefully, including “Risk Factors” and our financial statements and the notes thereto included in our filings with the Securities and Exchange Commission and incorporated into this document by reference.

For purposes of this prospectus, unless otherwise indicated or the context otherwise requires, all references herein to “Gran Tierra,” “we,” “us,” and “our,” refer to Gran Tierra Energy Inc., a Nevada corporation, and our subsidiaries.

Our Company

Gran Tierra Energy Inc. is an international oil and gas exploration and production company operating in South America, headquartered in Calgary, Canada, incorporated in the United States. We hold interests in producing and prospective properties in Argentina, Colombia and Peru. We have a strategy that focuses on growing a portfolio of producing properties, plus production enhancement and exploration opportunities to provide a base for future growth. In November 2008, Gran Tierra combined with Solana Resources Limited, or Solana, in a transaction in which Solana became a wholly-owed subsidiary of Gran Tierra.

Corporate Information

Gran Tierra Energy Inc. was incorporated under the laws of the State of Nevada on June 6, 2003, under the name of Goldstrike Inc. Our principal executive offices are located at 300, 611 – 10th Avenue S.W., Calgary, Alberta T2R 0B2, Canada. The telephone number at our principal executive offices is (403) 265-3221. Our website address is www.grantierra.com. Information contained on our website is not deemed part of this prospectus.

The Offering

The following is a brief summary of the offering. You should read the entire prospectus carefully, including “Risk Factors” and the information, including financial information relating to Gran Tierra, included in our filings with the Securities and Exchange Commission, or SEC, and incorporated in this document by reference.

Securities Offered	43,965,584 shares of our common stock.

Use of Proceeds	We will not receive any proceeds from the sale of common stock offered by this prospectus. We will receive the proceeds from any warrant exercises, which we intend to use for general corporate purposes, including for working capital and capital expenditures.

Trading	Our common stock is traded on the NYSE AlterNext under the symbol “GTE” and on the Toronto Stock Exchange under the symbol “GTE.”

Dividend Policy	We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business.

Risk Factors	See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should carefully consider before deciding to invest in the shares of our common stock being offered by the selling stockholders in this document.

RISK FACTORS

Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risk factors described in our Annual Report on Form 10-K, filed with the SEC on February 27, 2009, which is incorporated by reference in this prospectus, and the other information contained or incorporated by reference in this prospectus. The risks and uncertainties incorporated by reference are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may impair our future business operations. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. In such case, the trading price of our common stock could decline and you could lose all or part of your investment.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. This prospectus includes statements regarding our plans, goals, strategies, intent, beliefs or current expectations. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions “may,” “could,” “should,” etc. Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Although forward-looking statements in this prospectus reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this prospectus, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

USE OF PROCEEDS

We will not receive any proceeds from the sale by the selling stockholders of our common stock. We will receive approximately $13,673,230 if the selling stockholders exercise their warrants in full. The warrant holders may exercise their warrants at any time until their expiration. Because the warrant holders may exercise the warrants in their own discretion, we cannot plan on specific uses of proceeds beyond application of proceeds to general corporate purposes. These proceeds, if any, will be used for general corporate purposes and capital expenditures. We have agreed to bear the expenses in connection with the registration of the common stock being offered hereunder by the selling stockholders.

SELLING STOCKHOLDERS

The information in this prospectus with respect to the selling stockholders combines information previously presented in three different registration statements, containing information as of three different dates. As a result, set forth below is this information from each of these registration statements. For selling stockholders appearing in more than one table, the information with respect to the number of shares being offered by the selling stockholders is not duplicative, such that shares being offered by a selling stockholder in one table and shares being offered by that same selling stockholder in another table reflect, when combined, the total number of shares being offered by that selling stockholder.

Shares Being Offered From the June 2006 Financing

This prospectus covers shares, including shares underlying warrants, sold in our June 2006, private equity offering to “accredited investors” as defined by Rule 501(a) under the Securities Act pursuant to an exemption from registration provided in Regulation D, Rule 506 under Section 4(2) of the Securities Act. The selling stockholders may from time to time offer and sell under this prospectus any or all of the shares listed opposite each of their names below. We are required, under a registration rights agreement, to register for resale the shares of our common stock described in the table below.

The following table sets forth information about the number of shares beneficially owned by each selling stockholder that may be offered from time to time under this prospectus. Certain selling stockholders may be deemed to be “underwriters” as defined in the Securities Act. Any profits realized by such selling stockholder may be deemed to be underwriting commissions. See “Plan of Distribution.”

The table below has been prepared based upon the information furnished to us by the selling stockholders as of February 15, 2009. The selling stockholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the selling stockholders may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give an estimate as to the number of shares of common stock that will be held by the selling stockholders upon termination of this offering because the selling stockholders may offer some or all of their common stock under the offering contemplated by this prospectus. The total number of shares that may be sold hereunder will not exceed the number of shares offered hereby. Please read the section entitled “Plan of Distribution” in this prospectus.

We have been advised, as noted below in the footnotes to the table, none of the selling stockholders is a broker-dealer, nine of the selling stockholders are affiliates of broker-dealers and two of the selling stockholders are both broker-dealers and affiliates of broker-dealers. We have been advised that each such affiliate of a broker-dealer purchased our common stock and warrants in the ordinary course of business, not for resale, and at the time of purchase, did not have any agreements or understandings, directly or indirectly, with any person to distribute the related common stock.

The following table and footnotes thereto set forth the name of each selling stockholder, the nature of any position, office, or other material relationship, if any, which the selling stockholder has had, within the past three years, with us or with any of our predecessors or affiliates, and the number of shares of our common stock beneficially owned by such stockholder before this offering. The number of shares owned are those beneficially owned, as determined in accordance with Rule 13d-3 of the Exchange Act. Under such rule, beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such information is not necessarily indicative of beneficial ownership for any other purpose.

Beneficial ownership is calculated based on 238,710,473 shares of our common stock outstanding as of February 15, 2009, which includes 10,984,126 exchangeable shares of Gran Tierra Goldstrike Inc. issued to holders of Gran Tierra Energy Inc., an Alberta, Canada company, or Gran Tierra Canada, common stock and 31,519,884 exchangeable shares of Gran Tierra Exchangeco Inc. issued to holders of Solana common stock. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or become exercisable within 60 days of February 15, 2009 are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of calculating the beneficial ownership of any other selling stockholder. The persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable.

Selling Shareholder	Shares of Common Stock Beneficially Owned Prior to the Offering(c)		Shares of Common Stock Being Offered(a)		Shares of Common Stock Being Offered Which are Subject to Warrants(a)(b)		Shares of Common Stock Beneficially Owned After Completion of the Offering(c)(d)		Percent Ownership
Alan J. Rubin Revocable Trust		74,999		41,666		33,333		-		-
Alvin L. Gray††		150,000		100,000		50,000		-		-
Anthony Jacobs		300,000		200,000		100,000		-		-
Bancor Inc.1		405,300		100,000		50,000		255,300		*
Bill Birdwell & Willie C. Birdwell		9,000		9,000		-		-		-
Johnnie S. Haak		91,000		30,000		-		61,000		*
Blake Selig††		30,000		20,000		10,000		-		-
Brant Investments Ltd.†		33,334		-		33,334		-		-
Brian Kuhn		255,000		170,000		85,000		-		-
Brion Bailey††		22,500		15,000		7,500		-		-
Carmen Neufeld†1A		323,322		99,992		49,996		173,334		*

Carol Edelson†	24,999	16,666	8,333	-	-
Carol Tambor	24,167	7,500	16,667	-	-
Castlerigg Master Investments Ltd.2††	1,804,763	1,595,239	209,524	-	-
Cathy Selig	16,667	16,667	-	-	-
Chad Oakes3	410,152	41,666	89,995	278,491	*
Chester Family 1997 Trust UAD 12/09/19974	24,167	7,500	16,667	-	-
Clarence Tomanik	149,988	99,992	49,996	-	-
Constance O. Welsch/Simple IRA	10,000	10,000	-	-	-
Dale Foster5	312,389	39,273	24,996	248,120	*
Dale Tremblay†	99,999	66,666	33,333	-	-
Dana Quentin Coffield6	2,209,662	66,667	33,334	2,109,661	*
Daniel Todd Dane7†	849,978	66,666	33,334	749,978	*
Datavision Computer Video, Inc.8	24,167	7,500	16,667	-	-
David M. Robichaux PSP	24,997	24,997	-	-	-
David N. Malm Anaesthesia Inc.9	45,000	30,000	15,000	-	-
David T. Jensen††	50,000	33,333	16,667	-	-
David Westlund††9A	226,666	60,000	30,000	136,666	*
Delores Antonsen	30,000	10,000	20,000	-	-
Don S. Cook††	50,000	33,333	16,667	-	-
Donald A. Wright10	1,873,279	500,000	250,000	1,123,279	*
Donald Moss†	80,000	53,333	26,667	-	-
Donald Streu††	25,500	17,000	8,500	-	-
Dr. William Grose Agency††	50,000	33,333	16,667	-	-
Duane Renfro	16,667	-	16,667	-	-
Edmund Melhado††	150,000	100,000	50,000	-	-
Edward B. Antonsen11	47,500	-	27,500	20,000	*
Edward Muchowski12††	308,730	100,000	50,000	158,730	*
Emily H. Todd Separate Property††	30,000	20,000	10,000	-	-
Frank J. Metyko Residuary Trust13††	24,999	16,666	8,333	-	-
Fred A. Stone, Jr. Amended and Restated UAD 4/20/98	26,000	26,000	-	-	-
Gary Gee Wai Hoy and Lily Lai Wan Hoy14	24,119	8,500	-	15,619	*
Georges Antoun & Martha Antoun††	50,000	33,333	16,667	-	-
Gerald Golub	32,667	16,000	16,667	-	-
Geriann Sweeney & Louis Paul Lohn Com Prop	47,334	14,000	33,334	-	-
Glenn Andrew Welsch TTEE Constance Welsch Trust U/A DTD 12/18/95	17,500	17,500	-	-	-
Glenn Fleischhacker	25,001	16,667	8,334	-	-
Gonzalo Vazquez	100,000	85,000	-	15,000	*
Grace To†	5,000	-	5,000	-	-
Grant E. Sims and Patricia Sims†	75,000	50,000	25,000	-	-
Eric R. Sims15	7,500	7,500	-	-	-
Ryan S. Sims16	7,500	7,500	-	-	-
Scott A. Sims17	7,500	7,500	-	-	-
Grant Hodgins18††	41,119	17,000	8,500	15,619	*
Gregg J. Sedun19†	212,491	100,000	50,000	62,491	*
Greywolf Capital Overseas Fund LP20	1,837,805	-	1,837,805	-	-

GCOF SPV I21	63,492	63,492	-	-	-
Greywolf Capital Partners II, LP22	832,546	-	832,546	-	-
GCP II SPV I23	354,158	354,158	-	-	-
Hal Rothbaum	46,834	13,500	33,334	-	-
Hazel Bennett24	19,168	10,000	5,000	4,168	*
Heather and Ian Campbell24A	161,501	13,334	6,667	141,500	*
Herbert Lippin††	30,000	20,000	10,000	-	-
Hollyvale Limited25††	25,500	17,000	-	8,500	*
Noel Humphrey26	30,000	30,000	-	-	-
Hunter Capital LLC Defined Benefit Pension Plan27	7,500	7,500	-	-	-
Hudson Bay Overseas Fund, Ltd.28††	64,568	47,901	16,667	-	-
IRA FBO Anthony Jacobs Pershing LLC as Custodian Rollover Account	250,000	150,000	75,000	25,000	*
IRA FBO Erik Klefos29	32,800	16,000	15,000	1,800	*
IRA FBO Hyman Gildenhorn Pershing LLC as Custodian††	228,000	152,000	76,000	-	-
IRA FBO Lewis S. Rosen Pershing LLC as Custodian	24,999	16,666	8,333	-	-
IRA FBO Lisa Marcelli Pershing LLC as Custodian30	24,999	24,999	-	-	-
IRA FBO Merila F. Peloso Pershing LLC as Custodian Rollover Account	24,999	24,999	-	-	-
IRA FBO Robert Larry Kinney/Pershing LLC as Custodian Rollover Account	30,000	20,000	-	10,000	*
Iroquois Master Fund Ltd.31†	83,333	-	83,333	-	-
James W. Christmas	80,000	80,000	-	-	-
James Garson††	50,001	33,334	16,667	-	-
James McNeill††	499,950	333,300	166,650	-	-
Jan A I Rask	215,000	50,000	-	165,000	*
Jeffrey J. Orchen†	150,000	100,000	50,000	-	-
Jeffrey J. Scott32††	2,780,527	100,000	50,000	2,630,527	1.1	%
Jill Norris33	4,167	4,167	-	-	-
John and Jodi Malanga34†	63,000	17,000	8,500	37,500	*
Jonathan Day	10,000	10,000	-	-	-
Jorge Cangini35	110,000	40,000	20,000	50,000	*
Joseph A. Ahearn††	50,001	33,334	16,667	-	-
Joseph A. Cech	50,000	36,350	13,350	-	-
Kevin D. Poynter	379,900	299,900	-	80,000	*
Kiyoshi Fujieda	10,500	10,000	-	500	*
L G Vela††	25,001	16,667	8,334	-	-
Larry F. Crews	25,499	15,499	-	10,000	*
Lawrence Johnson West†	24,999	16,666	8,333	-	-
Lloyd Clark†	14,800	6,400	8,400	-	-
Louis and Carol Zehil††	99,999	66,666	33,333	-	-
LSM Business Services Ltd.36	50,625	-	10,000	40,625	*
Luc Chartrand	37,500	-	37,500	-	-
Mac Haik	300,000	300,000	-	-	-
Mary E. Shields	24,999	24,999	-	-	-
Mary Harris Cooper††	24,999	16,666	8,333	-	-

Max Hsu Wei37	1,992,167	39,984	-	1,952,183	*
Michael L Thiele & Elaine D Thiele	75,000	75,000	-	-	-
Michael McNulty††	24,999	16,666	8,333	-	-
Michael S. Chadwick38	25,499	25,499	-	-	-
MP Pensjon39††	1,049,970	699,980	349,990	-	-
Nadine C. Smith40†	732,900	69,425	31,664	631,811	*
Nathan Hagens††	60,000	40,000	20,000	-	-
Norman Goldberg	46,833	13,500	33,333	-	-
Paul Evans	10,666	10,666	-	-	-
Paul Osher and Sara Osher	24,167	7,500	16,667	-	-
Perfco Investments Ltd.41††	2,412,302	300,000	-	2,112,302	*
PGS Holdings Ltd.42†	37,500	25,000	12,500	-	-
Philip M. Garner & Carol P. Garner	300,000	300,000	-	-	-
RAB American Opportunities Fund Limited42A††	116,667	-	116,667	-	-
Rafael Orunesu43	2,063,850	80,000	40,000	1,943,850	*
Rahn and Bodmer44††	100,000	66,666	33,334	-	-
Rob Krahn†	27,500	10,000	17,500	-	-
Richard Machin45	42,500	17,500	-	25,000	*
Robert D. Steele46†	192,500	80,000	-	112,500	*
Robert Freedman††	125,000	100,000	25,000	-	-
Robert K. Macleod47	69,999	16,666	8,333	45,000	*
Robert W. Y. Kung††	25,500	17,000	8,500	-	-
Robert Wilensky	30,000	30,000	-	-	-
Robert Zappia48	60,000	40,000	20,000	-	-
Roberta Kintigh	45,500	25,500	-	20,000	*
Rowena M. Santos49	31,125	7,000	8,500	15,625	*
Rune Medhus Elisa Medhus M.D.50	40,000	30,000	-	10,000	*
SEP FBO Kenneth L. Hamilton / Pershing LLC as Custodian	7,500	7,500	-	-	-
SEP FBO Philip M. Garner Pershing LLC as Custodian	40,700	40,700	-	-	-
SEP FBO William E Grose MD Pershing LLC as Custodian††	24,999	16,666	8,333	-	-
Shawn T. Kemp†	60,000	40,000	20,000	-	-
Sonya Messner††50A	117,999	22,000	11,000	84,999	*
Steven Hall/Rebecca Hall JTWROS	34,000	17,000	17,000	-	-
Sue M. Harris Separate Property51†	96,000	50,000	25,000	21,000	*
Pinkye Lou Blair Estate Trust U/W DTD 6/15/9152†	33,333	33,333	-	-	-
The Knuettel Family Trust53†	25,002	16,668	8,334	-	-
Theseus Fund LP54	880,000	500,000	250,000	130,000	*
The Estate of Titus H. Harris Jr.†	83,332	83,332	-	-	-
Tom Juda & Nancy Juda Living Tr DTD 5/3/9555	83,333	-	83,333	-	-
Trevor J. Tomanik††	119,988	79,992	39,996	-	-
TWM Associates LLC56	69,999	36,666	33,333	-	-
US Global Investors — Global Resources Fund57††	4,650,000	3,100,000	1,550,000	-	-
Verne G. Johnson58††	1,562,892	-	50,003	1,512,889	*
Vincent Vazquez	195,000	150,000	-	45,000	*

GSEC Warrant Strategies Fund LLC59	125,000	-	125,000	-	-
William Edward John Page††	45,000	30,000	15,000	-	-
William Scott60††	308,730	100,000	50,000	158,730	*
William Sockman††	30,000	20,000	10,000	-	-
William T. Criner & Frances E. Criner	24,999	24,999	-	-	-
ZLP Master Opportunity Fund, Ltd.61†	750,000	500,000	250,000	-	-
1053361 Alberta Ltd.62††	491,865	100,000	50,000	341,865	*
Robert Pedlow†	200,000	133,333	66,667	-	-
John D. Long, Jr.63†	354,600	30,575	18,336	305,689	*

*	Less than 1.0%.

(a)	Pursuant to Rule 416 of the Securities Act, this registration statement shall also cover any additional shares of common stock that become issuable in connection with the shares registered for sale hereby by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of our outstanding shares of common stock.

(b)	The shares listed in this column represent shares of our common stock issuable upon exercise in full of outstanding warrants initially issued with an exercise price of $1.75 per share in our June 2006 Offering. In June 2007, we amended the terms of all of the warrants issued to the investors in the June 2006 offering, which extended the term of the warrants for one year and decreased the exercise price of the warrants to $1.05 per share.

(c)	The shares listed in this column include shares of common stock outstanding and shares of common stock which are issuable upon the exchange of exchangeable shares of Goldstrike Exchange Co.

(d)	Assumes all of the shares of common stock and all shares of common stock underlying warrants registered in this offering are sold in the offering.

†	We were unable to obtain updated information from this selling stockholder. Shares of common stock being offered based on information provided as of February 11, 2008. Shares of common stock being offered upon exercise of warrants, as applicable, based on information available as of February 15, 2009.

††	We were unable to obtain updated information from this selling stockholder. Shares of common stock being offered based on information provided as of January 10, 2007. Shares of common stock being offered upon exercise of warrants, as applicable, based on information available as of February 15, 2009.

1	James A. Banister has the power to vote and dispose of the common shares being registered on behalf of Bancor, Inc.


1A	Ms. Neufeld serves as Geoscience Manager for Gran Tierra.

2	Sandell Asset Management Corp. is the investment manager of Castlerigg Master Investment Ltd. (“Castlerigg”) and has shared voting and dispositive power over the securities owned by Castlerigg. Sandell Asset Management Corp. and Thomas E. Sandell, its sole shareholder, disclaim beneficial ownership of the securities owned by Castlerigg.

3	Mr. Oakes also holds 75,000 shares of common stock and warrants to acquire an additional 124,991 shares of common stock at an exercise price of $1.25 per share, acquired in a private placement offering with closing dates on September 1 and October 7, 2005 (the “First 2005 Offering”).

4	Robert and Anetta Chester, trustees, have the power to vote and dispose of the common shares being registered on behalf of Chester Family 1997 Trust UAD 12/09/1997.

5	Mr. Foster also holds warrants to acquire an additional 12,491 shares of common stock at an exercise price of $1.25 per share, and 79,365 exchangeable shares issued on November 10, 2005 in connection with the share exchange. Also includes 99,981 shares of common stock and 49,991 shares of common stock issuable pursuant to warrants beneficially held by 893619 Alberta Ltd., of which Mr. Foster is the President and Director, and over which Mr. Foster has sole voting and investment power. Mr. Foster is an affiliate of a broker-dealer.

6	Mr. Coffield also holds 29,985 shares of common stock and warrants to acquire an additional 14,993 shares of common stock at an exercise price of $1.25 per share, and 1,689,683 exchangeable shares issued on November 10, 2005 in connection with the share exchange. Mr. Coffield serves as our President, Chief Executive Officer and as a member of Gran Tierra’s Board of Directors (the “Board”).

7	Mr. Dane also holds 499,985 shares of common stock and warrants to acquire an additional 249,993 shares of common stock at an exercise price of $1.25 per share.

8	James Garson has the power to vote and dispose of the common shares being registered on behalf of Datavision Computer Video, Inc.

9	David Malm has the power to vote and dispose of the common shares being registered on behalf of David Malm Anaesthesia Inc.

9A	Mr. Westlund serves as Geophysics Manager for Gran Tierra.

10	Includes 158,730 exchangeable shares issued on November 10, 2005 in connection with the share exchange. Mr. Wright also holds 250,000 shares of common stock and warrants to acquire an additional 250,000 shares of common stock at an exercise price of $1.25 per share.

11	Mr. Antonsen also holds warrants to acquire 20,000 shares of common stock at an exercise price of $1.25 per share, acquired in the sale of units to accredited investors we conducted on October 27, 2005 and December 14, 2005 (the “Second 2005 Offering”).

12	Mr. Muchowski also holds 158,730 exchangeable shares issued on November 10, 2005 in connection with the share exchange.

13	Frank J. Metyko Jr., Mark J. Metyko and Kurt F. Metyko, trustees, have the power to vote and dispose of the common shares being registered on behalf of the Frank Metyko Residuary Trust.

14	Mr. and Mrs. Hoy also hold 15,619 shares of common stock acquired upon exercise of warrants acquired in the First 2005 Offering.

15	Grant Sims, custodian, has the power to vote and dispose of the common shares being registered on behalf of the Eric R. Sims.

16	Grant Sims, custodian, has the power to vote and dispose of the common shares being registered on behalf of the Ryan S. Sims.

17	Grant Sims, custodian, has the power to vote and dispose of the common shares being registered on behalf of Scott A. Sims.

18	Mr. Hodgins also holds warrants to acquire 15,619 shares of common stock at an exercise price of $1.25 per share.

19	Mr. Sedun also holds warrants to acquire 62,491 shares of common stock at an exercise price of $1.25 per share.

20	Greywolf Capital Overseas Master Fund (“Greywolf Overseas”) holds all warrants listed. Greywolf Capital Management LP (the “Investment Manager”), as investment manager of Greywolf Overseas, may be deemed to be the beneficial owner of all such warrants beneficially owned by Greywolf Overseas. Greywolf GP LLC (the “Investment Manager General Partner”), as general partner of the Investment Manager, may be deemed to be the beneficial owner of all such warrants beneficially owned by Greywolf Overseas. Jonathan Savitz, as the sole managing member of the Investment Manager General Partner, may be deemed to be the beneficial owner of all such warrants owned by Greywolf Overseas. Each of the Investment Manager, the Investment Manager General Partner and Mr. Savitz disclaims any beneficial ownership of any such warrants. The address of each listed entity is 4 Manhattanville Road, Suite 201, Purchase, NY 10577.

21	GCOF SPV I (“GCOF”) holds all shares listed. Greywolf Capital Management LP (the “Investment Manager”), as investment manager of GCOF, may be deemed to be the beneficial owner of all such shares beneficially owned by GCOF. Greywolf GP LLC (the “Investment Manager General Partner”), as general partner of the Investment Manager, may be deemed to be the beneficial owner of all such shares beneficially owned by GCOF. Jonathan Savitz, as the sole managing member of the Investment Manager General Partner, may be deemed to be the beneficial owner of all such shares owned by GCOF. Each of the Investment Manager, the Investment Manager General Partner and Mr. Savitz disclaims any beneficial ownership of any such shares. The address of each listed entity is 4 Manhattanville Road, Suite 201, Purchase, NY 10577.

22	Greywolf Capital Partners II LP (“Greywolf Capital II”) holds all warrants listed. Greywolf Advisors LLC (“the General Partner”), as general partner to Greywolf Capital II, may be deemed to be the beneficial owner of all such warrants beneficially owned by Greywolf Capital II. Greywolf Capital Management LP (the “Investment Manager”), as investment manager of Greywolf Capital II, may be deemed to be the beneficial owner of all such warrants beneficially owned by Greywolf Capital II. Greywolf GP LLC (the “Investment Manager General Partner”), as general partner of the Investment Manager and the General Partner, may be deemed to be the beneficial owner of all such warrants beneficially owned by Greywolf Capital II. Jonathan Savitz, as the senior managing member of the General Partner and as the sole managing member of the Investment Manager General Partner, may be deemed to be the beneficial owner of all such warrants owned by Greywolf Capital II. Each of the General Partner, the Investment Manager, the Investment Manager General Partner and Mr. Savitz disclaims any beneficial ownership of any such warrants. The address of each listed entity is 4 Manhattanville Road, Suite 201, Purchase, NY 10577.

23	GCP II SPV I (“GCP II”) holds all shares listed. Greywolf Capital Management LP (the “Investment Manager”), as investment manager of GCP II, may be deemed to be the beneficial owner of all such shares beneficially owned by GCP II. Greywolf GP LLC (the “Investment Manager General Partner”), as general partner of the Investment Manager, may be deemed to be the beneficial owner of all such shares beneficially owned by GCP II. Jonathan Savitz, as the sole managing member of the Investment Manager General Partner, may be deemed to be the beneficial owner of all such shares owned by GCP II. Each of the Investment Manager, the Investment Manager General Partner and Mr. Savitz disclaims any beneficial ownership of any such shares. The address of each listed entity is 4 Manhattanville Road, Suite 201, Purchase, NY 10577.

24	This selling stockholder is a broker-dealer and an affiliate of a broker-dealer.

24A	Ms. Campbell serves as Corporate Treasurer for Gran Tierra.

25	Jeremy Spring has the power to vote and dispose of the common shares being registered on behalf of Hollyvale Limited. Includes warrants to acquire 8,500 shares of common stock at an exercise price of $1.25 per share.

26	Noel Humphrey has the power to vote and dispose of the common shares being registered on behalf of the Humphrey Family Limited Partnership.

27	John Laurie Hunter has the power to vote and dispose of the shares being registered on behalf of the Hunter Capital LLC Defined Benefit Pension Plan.

28	Yoav Roth and John Doscas have the power to vote and dispose of common shares being registered on behalf of Hudson Bay Overseas Fund, Ltd. Both Yoav Roth and John Doscas disclaim beneficial ownership of shares held by Hudson Bay Overseas Fund, Ltd.

29	This selling stockholder is an affiliate of a broker-dealer.

30	This selling stockholder is a broker-dealer and an affiliate of a broker-dealer.

31	Joshua Silverman has the power to vote and dispose of the common shares being registered on behalf of Iroquois Master Fund Ltd. Mr. Silverman disclaims beneficial ownership of the shares held by Iroquois Master Fund Ltd.

32	Includes 349,981 shares of common stock and warrants to acquire an additional 174,991 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering, and an additional 100,000 shares of common stock and warrants to acquire an additional 50,000 shares of common stock at an exercise price of $1.25 per share, acquired in the Second 2005 Offering. Also includes 1,688,889 exchangeable shares issued on November 10, 2005 in connection with the share exchange. Mr. Scott serves as the Chairman of the Board.

33	This selling stockholder is an affiliate of a broker-dealer.

34	John and Jodi Malanga are affiliates of a broker-dealer. Includes 25,000 shares of common stock and warrants to acquire an additional 12,500 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering, held by IRA for the benefit of Jodi Malanga/Pershing LLC as Custodian.

35	Mr. Cangini serves as New Ventures Manager for Gran Tierra Argentina S.A., a subsidiary of Gran Tierra Energy.

36	Lloyd Guenther has the power to vote and dispose of the common shares being registered on behalf of LSM Business Services, Ltd., and also holds 25,000 shares of common stock and warrants to acquire an additional 15,625 shares of common stock at an exercise price of $1.25 per share, acquired in the Second 2005 Offering.

37	Mr. Wei also holds 1,689,683 exchangeable shares issued on November 10, 2005 in connection with the share exchange. Mr. Wei serves as our Vice-President, Operations.

38	This selling stockholder is an affiliate of a broker-dealer.

39	Svein Garberg has the power to vote and dispose of the common shares being registered on behalf of MP Pensjon.

40	Ms. Smith served as a member of our Board until March 27, 2008. Includes 433,906 shares of common stock acquired in the First 2005 Offering. Also includes warrants to acquire an additional 197,905 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering, held by Ms. Smith or Mr. John Long.

41	Includes 1,587,302 exchangeable shares issued on November 10, 2005 in connection with the share exchange and an additional 525,000 shares of common stock held by Perfco Investments Ltd. Mr. Walter Dawson is the sole owner of Perfco Investments Ltd. and has sole investment and voting power over the exchangeable shares and shares of common stock owned by Perfco Investments Ltd. In addition, Mr. Dawson directly holds 101,587 exchangeable shares issued on November 10, 2005 in connection with the share exchange, and 300,000 shares of common stock acquired in the Second 2005 Offering. Mr. Dawson disclaims beneficial ownership of 158,730 exchangeable shares held by Mr. Dawson’s spouse. Mr. Dawson is a member of our Board.

42	Paul Sicotte has the power to vote and dispose of the common shares being registered on behalf of PGS Holdings Ltd.

42A	Arild Eide is a Portfolio Manager at RAB Capital PLC, the Investment Manager of RAB American Opportunities Fund Limited. By virtue of his position at RAB Capital PLC, Mr. Eide is deemed to hold investment power and voting control over the common shares being registered on behalf of RAB American Opportunities Fund Limited.

43	Mr. Orunesu also holds 1,689,683 exchangeable shares issued on November 10, 2005 in connection with the share exchange. Mr. Orunesu is the President of Gran Tierra Argentina S.A., a subsidiary of Gran Tierra.

44	Francis Mailhot has the power to vote and dispose of the common shares being registered on behalf of Rahn and Bodmer.

45	Mr. Machin also holds 25,000 shares of common stock acquired in the First 2005 Offering.

46	Mr. Steele also holds 75,000 shares of common stock and warrants to acquire an additional 37,500 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering.

47	Mr. Macleod also holds 30,000 shares of common stock and warrants to acquire an additional 15,000 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering.

48	This selling stockholder is an affiliate of a broker-dealer.

49	Ms. Santos also holds warrants to acquire 15,625 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering.

50	This selling stockholder is an affiliate of a broker-dealer.

50A	Ms. Messner serves as Office Manager for Gran Tierra.

51	This selling stockholder is an affiliate of a broker-dealer.

52	Sue Minton Harris, trustee, has the power to vote and dispose of the common shares being registered on behalf of Pinkye Lou Blair Estate Trust U/W DTD 6/15/91. This selling stockholder is an affiliate of a broker-dealer.

53	Francis P. Knuettel has the power to vote and dispose of the common shares being registered on behalf of the Knuettel Family Trust.

54	James Corfman has the power to vote and dispose of the common shares being registered on behalf of Theseus Fund.

55	Tom Juda and Nancy Juda, co-trustees, have the power to vote and dispose of the common shares being registered on behalf of Tom Juda & Nancy Juda Living Tr DTD 5/3/95.

56	Scott Stone, manager, has the power to vote and dispose of the common shares being registered on behalf of TWM Associates, LLC.

57	Evan Smith, portfolio manager, has the power to vote and dispose of the common shares being registered on behalf of US Global Investors — Global Resources Fund.

58	Includes 895,238 exchangeable shares issued on November 10, 2005 in connection with the share exchange. Mr. Johnson also holds warrants to acquire an additional 62,493 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering. In addition, KristErin Resources Ltd., a private family-owned business of which Mr. Johnson is the President and has sole voting and investment power, holds 396,825 exchangeable shares issued on November 10, 2005 in connection with the share exchange. Mr. Johnson serves as a member of our Board.

10.

59	Sean Molloy, Portfolio Manager, has the power to vote and dispose of the common shares being registered on behalf of GSEC Warrant Strategies Fund LLC. Reflects transfer of warrant subsequent to February 15, 2009.

60	Includes 158,730 exchangeable shares issued on November 10, 2005 in connection with the share exchange.

61	Stuart Zimmer and Craig Lucas have the power to vote and dispose of the common shares being registered on behalf of ZLP Master Opportunity Fund, Ltd.

62	Includes 79,365 exchangeable shares issued on November 10, 2005 in connection with the share exchange, and 175,000 shares of common stock and warrants to acquire an additional 87,500 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering. Glenn Gurr, President of 1053361 Alberta Ltd., has sole voting and investment power over the shares held by 1053361 Alberta Ltd.

63	Includes 191,094 shares of common stock acquired in the First 2005 Offering. Also includes warrants to acquire an additional 114,595 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering, held by Mr. Long or Ms. Nadine Smith.

Shares Being Offered From Prior Financings

This prospectus covers shares, including shares underlying warrants, sold in our other private equity offerings to “accredited investors” as defined by Rule 501(a) under the Securities Act pursuant to an exemption from registration provided in Regulation D, Rule 506 under Section 4(2) of the Securities Act. The selling stockholders may from time to time offer and sell under this prospectus any or all of the shares listed opposite each of their names below. We are required, under a registration rights agreement, to register for resale the shares of our common stock described in the table below.

The following table sets forth information about the number of shares beneficially owned by each selling stockholder that may be offered from time to time under this prospectus. Certain selling stockholders are deemed to be “underwriters” as defined in the Securities Act. Any profits realized by these selling stockholder may be deemed to be underwriting commissions. See “Plan of Distribution.”

The table below has been prepared based upon the information furnished to us by the selling stockholders as of February 15, 2009. The selling stockholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table is presented in transactions using the registration statement of which this prospectus forms a part or in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the selling stockholders may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give an estimate as to the number of shares of common stock that will be held by the selling stockholders upon termination of this offering because the selling stockholders may offer some or all of their common stock under the offering contemplated by this prospectus. The total number of shares that may be sold hereunder will not exceed the number of shares offered hereby. Please read the section entitled “Plan of Distribution” in this prospectus.

We have been advised, as noted below in the footnotes to the table, one of the selling stockholder is a broker-dealer and six of the selling stockholders are affiliates of broker-dealers. We have been advised that each such affiliate of a broker-dealer purchased our common stock and warrants in the ordinary course of business, not for resale, and at the time of purchase, did not have any agreements or understandings, directly or indirectly, with any person to distribute the related common stock.

The following table sets forth the name of each selling stockholder, the nature of any position, office, or other material relationship, if any, which the selling stockholder has had, within the past three years, with us or with any of our predecessors or affiliates, and the number of shares of our common stock beneficially owned by such stockholder before this offering. The number of shares owned are those beneficially owned, as determined in accordance with Rule 13d-3 of the Exchange Act. Under such rule, beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such information is not necessarily indicative of beneficial ownership for any other purpose.

Beneficial ownership is calculated based on 238,710,473 shares of our common stock outstanding as of February 15, 2009, which includes 10,984,126 exchangeable shares of Gran Tierra Goldstrike Inc. issued to holders of Gran Tierra Canada common stock and 31,519,884 exchangeable shares of Gran Tierra Exchangeco Inc. issued to holders of Solana common stock. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or become exercisable within 60 days of February 15, 2009 are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of calculating the beneficial ownership of any other selling stockholder. The persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable.

11.

	Shares				Shares of Common		Percentage
	of Common				Stock Owned		of Common
	Stock Owned		Shares		Upon Completion		Stock Outstanding
	Before the		of Common Stock		of the Offering		Upon Completion
Selling Stockholder	Offering		Being Offered		(a)		of Offering
Amaran Tyab1††		7,500		7,500				-
Arnold J. Charbonneau2		15,625		15,625		-		-
Arthur Ruoff3		48,000		48,000		-		-
Bank Sal. Oppenheim Jr. & Cie (Switzerland) Ltd.4††		551,500		551,500		-		-
Barbara Jean Taylor5††		149,982		149,982		-		-
Barry R. Balsillie6		233,730		75,000		158,730		*
Bashaw Fertilizer Ltd.7		106,791		92,500		14,291		*
Bela Balaz8††		29,978		29,978		-		-
Bernie Broda9†		46,875		46,875		-		-
Betty Wong10		15,625		15,625		-		-
Catherine E. Coffield tt Catherine E. Coffield Rev. Tr. Dtd 04/22/199111		75,000		75,000		-		-
Chad Oakes12		410,152		199,991		210,161		*
Clive Mark Stockdale13		16,000		16,000		-		-
Dale Foster14		312,389		12,491		299,898		*
Dana Quentin Coffield15		2,209,662		44,978		2,164,684		*
Daniel Todd Dane16††		849,978		749,978		100,000		*
Donald A. Wright17		1,873,279		500,000		1,373,279		*
Earl Fawcett18††		21,875		21,875		-		-
Edward B. Antonsen19		47,500		20,000		27,500		*
Edward Armogan20††		18,000		18,000		-		-
Edwin Lau21††		15,625		15,625		-		-
Elizabeth J. Fenton22††		37,500		37,500		-		-
Scotia Capital ITF Eric Pedersen23††		21,875		21,875		-		-
Gary Gee Wai Hoy and Lily Lai Wan Hoy24		24,119		15,619		8,500		*
Grant Hodgins25††		41,119		15,619		25,500		*
Gregg J. Sedun26††		212,491		62,491		150,000		*
Hollyvale Limited27††		25,500		8,500		17,000		*
Humbert B. Powell III28†		46,875		46,875		-		-
James E. Anderson29		60,000		60,000		-		-
James Fletcher30†		15,000		15,000		-		-
Janet R. Denhamer31††		37,472		37,472		-		-
Jason Soprovich Realty Inc.32†		46,875		46,875		-		-
Jeffrey J. Scott33††		2,780,527		674,972		2,105,555		*
Jim and Kathleen Gilders34		35,000		30,000		5,000		*
John and Jodi Malanga35†		63,000		37,500		25,500		*
Kent Kirby36††		7,500		7,500		-		-
Lisa and Donald Streu37†		73,250		73,250		-		-
Lisa Streu38†		28,125		28,125		-		-
LSM Business Services Ltd.39		50,625		40,625		10,000		*
Mark E. Cline40††		46,875		46,875		-		-
Michael J. Stark41††		187,472		187,472		-		-
Nadine C. Smith42††		732,900		631,811		101,089		*

12.

Neil Davey43††	7,500	7,500	-	-
Nell Dragovan44†	46,875	46,875	-	-
Nick DeMare45	14,000	14,000	-	-
North Group Limited46††	20,000	20,000	-	-
Perfco Investments Ltd.47†	2,412,302	525,000	1,887,302	*
Postell Energy Co Ltd48††	37,500	37,500	-	-
Prussian Capital Corp49††	50,000	50,000	-	-
Richard M. Crawford50††	15,625	15,625	-	-
Richard Machin51	42,500	25,000	17,500	*
Richard MacDermott52††	247,478	187,478	60,000	*
Rob Anderson53††	56,250	56,250	-	-
Robert A. Fenton54††	37,500	37,500	-	-
Robert D. Steele55†	192,500	112,500	80,000	*
Robert K. Macleod56	69,999	45,000	24,999	*
Rowena M. Santos57	31,125	15,625	15,500	*
Sanovest Holdings Ltd.58	31,250	31,250	-	-
Sean Warren59††	33,750	33,750	-	-
Standard Bank PLC60†	1,875,000	1,875,000	-	-
Suljo Dzafovic61††	15,000	15,000	-	-
Tammy L. Gurr62†	28,125	28,125	-	-
The Brewster Family Trust63††	15,625	15,625	-	-
Thomas Rebane64	7,500	-	7,500	*
Verne G. Johnson65††	1,562,892	62,493	1,500,399	*
Wildcat Investments Ltd.66	25,000	25,000	-	-
William McCluskey67	393,750	393,750	-	-
1053361 Alberta Ltd.68††	491,865	262,500	229,365	*
1087741 Alberta Ltd.69††	15,993	15,993	-	-
666977 Alberta Ltd.70††	12,000	12,000	-	-
893619 Alberta Ltd.71	149,972	149,972	-	-
John D. Long, Jr72†	354,600	305,689	48,911	*
Chapel Rock Holdings Ltd.73	16,769	16,769	-	-
Wayne Hucik74	38,644	21,875	16,769	*
Walter Dawson 75	3,130,952	300,000	2,830,952	1.30%

*	Less than 1.0%.

(a)	Assumes all of the shares of common stock and all shares of common stock underlying warrants registered in this offering are sold in the offering.

†	We were unable to obtain updated information from this selling stockholder. Shares of common stock being offered based on information provided as of December 20, 2007. Shares of common stock being offered upon exercise of warrants, as applicable, based on information available as of February 15, 2009.

††	We were unable to obtain updated information from this selling stockholder. Shares of common stock being offered based on information provided as of February 2, 2007. Shares of common stock being offered upon exercise of warrants, as applicable, based on information available as of February 15, 2009.

1	Includes 5,000 shares of common stock and warrants to acquire an additional 2,500 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering.

2	Includes 15,625 shares of common stock acquired in the First 2005 Offering.

3	Includes 32,000 shares of common stock and warrants to acquire an additional 16,000 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering.

13.

4	Includes 474,000 shares of common stock and warrants to acquire an additional 77,500 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering. R. Gelant and U. Fricher have the power to vote and dispose of the shares being registered on behalf of Bank Sal. Oppenheimer Jr.

5	Includes 99,988 shares of common stock and warrants to acquire an additional 49,994 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering.

6	Includes 50,000 shares of common stock and warrants to acquire an additional 25,000 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering. Includes 158,703 shares of common stock issued in exchange for exchangeable shares originally issued on November 10, 2005 in connection with the share exchange.

7	Includes 92,500 shares of common stock acquired as part of the First 2005 Offering. Richard Groom has the power to vote and dispose of the common shares being registered on behalf of Bashaw Fertilizer Ltd.

8	Includes 19,985 shares of common stock and warrants to acquire an additional 9,993 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering.

9	Includes 31,250 shares of common stock and warrants to acquire 15,625 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering.

10	Includes warrants to acquire 15,625 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering.

11	Includes 50,000 shares of common stock and warrants to acquire an additional 25,000 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering. Ms. Coffield is the mother of Dana Coffield, who serves as our President, Chief Executive Officer and as a member of the Board.

12	Includes 75,000 shares of common stock and warrants to acquire an additional 124,991 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering. Mr. Oakes also holds 41,666 shares of common stock and warrants to acquire an additional 89,995 shares of common stock at an exercise price of $1.05 per share, acquired in the June, 2006 private offering.

13	Includes warrants to acquire 16,000 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering. Mr. Stockdale is an affiliate of a broker-dealer.

14	Includes warrants to acquire 12,491 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering. Mr. Foster also holds 79,365 exchangeable shares issued on November 10, 2005 in connection with the share exchange, and 39,273 shares of common stock and warrants to acquire an additional 24,996 shares of common stock at an exercise price of $1.05 per share, acquired in the June, 2006 private offering. Also includes 99,981 shares of common stock and 49,991 shares of common stock issuable pursuant to warrants beneficially held by 893619 Alberta Ltd., of which Mr. Foster is the President and Director, and over which Mr. Foster has sole voting and investment power. Mr. Foster is an affiliate of a broker-dealer.

15	Includes 29,985 shares of common stock and warrants to acquire an additional 14,993 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering. Mr. Coffield also holds 66,667 shares of common stock and warrants to acquire an additional 33,334 shares of common stock at an exercise price of $1.05 per share, acquired in the June, 2006 private offering, and 1,689,683 exchangeable shares issued on November 10, 2005 in connection with the share exchange. Mr. Coffield serves as our President, Chief Executive Officer and as a member of the Board.

16	Includes 499,985 shares of common stock and warrants to acquire an additional 249,993 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering. Mr. Dane also holds 66,666 shares of common stock and warrants to acquire an additional 33,334 shares of common stock at an exercise price of $1.05 per share, acquired in the June, 2006 private offering.

17	Includes 250,000 shares of common stock and warrants to acquire an additional 250,000 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering. Mr. Wright also holds 158,730 exchangeable shares issued on November 10, 2005 in connection with the share exchange, and 500,000 shares of common stock and warrants to acquire an additional 250,000 shares of common stock at an exercise price of $1.05 per share, acquired in the June, 2006 private offering.

18	Includes warrants to acquire 21,875 shares of common stock at an exercise price of $1.25 per share, acquired in the First 2005 Offering.