Filed pursuant to
Rule 424(b)(3)
Registration No.
333-140171
PROSPECTUS
40,988,749 Shares
Common
Stock
This
prospectus relates to the offering by the selling stockholders of Gran Tierra
Energy Inc. of up to 40,988,749 shares of our common stock, par value
$0.001 per share. These shares of common stock include (1) up to 9,627,901
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 Amex, 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 Amex under the symbol “GTE” and on the
Toronto Stock Exchange under the symbol “GTE.” On April 29, 2009, the closing
price of our common stock was US$2.42 per share on the
NYSE Amex and CDN$2.96 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 May 1, 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.
i.
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
|
40,988,749 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 Amex 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.
|
1.
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 $10,725,000 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.”
2.
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, one of the
selling stockholders is a broker-dealer, six 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 | 74,989 | 33,333 | - | - | |||||||||||||||
|
Alvin
L. Gray††
|
150,000 | 150,000 | 50,000 | - | - | |||||||||||||||
|
Anthony
Jacobs
|
300,000 | 300,000 | 100,000 | - | - | |||||||||||||||
|
Bancor
Inc.1
|
405,300 | 150,000 | 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 | 30,000 | 10,000 | - | - | |||||||||||||||
|
Brant
Investments Ltd.†
|
33,334 | 33,334 | 33,334 | - | - | |||||||||||||||
|
Brian
Kuhn
|
255,000 | 255,000 | 85,000 | - | - | |||||||||||||||
|
Brion
Bailey††
|
22,500 | 22,500 | 7,500 | - | - | |||||||||||||||
|
Carl
Pipes
|
20,000 | 20,000 | - | - | - | |||||||||||||||
|
Carmen Neufeld†2
|
323,322 | 149,988 | 49,996 | 173,334 | * | |||||||||||||||
3.
|
Carol
Edelson†
|
24,999 | 24,999 | 8,333 | - | - | |||||||||||||||
|
Carol
Tambor
|
24,167 | 24,167 | 16,667 | - | - | |||||||||||||||
|
Carter
Pope
|
283,333 | 200,000 | - | 83,333 | * | |||||||||||||||
|
Castlerigg
Master Investments Ltd.3††
|
1,804,763 | 1,804,763 | 209,524 | - | - | |||||||||||||||
|
Cathy
Selig
|
16,667 | 16,667 | - | - | - | |||||||||||||||
|
Chad
Oakes4
|
410,152 | 131,661 | 89,995 | 278,491 | * | |||||||||||||||
|
Chester
Family 1997 Trust UAD 12/09/19975
|
24,167 | 24,167 | 16,667 | - | - | |||||||||||||||
|
Christian
Thomas Swinbank UAD 03/14/066
|
100,000 | 50,000 | - | 50,000 | * | |||||||||||||||
|
Clarence
Tomanik
|
149,988 | 149,988 | 49,996 | - | - | |||||||||||||||
|
Constance
O. Welsch/Simple IRA
|
10,000 | 10,000 | - | - | - | |||||||||||||||
|
Dale
Foster7
|
312,389 | 64,269 | 24,996 | 248,120 | * | |||||||||||||||
|
Dale
Tremblay†
|
99,999 | 99,999 | 33,333 | - | - | |||||||||||||||
|
Dana
Quentin Coffield8
|
2,209,662 | 100,001 | 33,334 | 2,109,661 | * | |||||||||||||||
|
Daniel
Todd Dane9†
|
849,978 | 100,000 | 33,334 | 749,978 | * | |||||||||||||||
|
Datavision
Computer Video, Inc.10
|
24,167 | 24,167 | 16,667 | - | - | |||||||||||||||
|
David
M. Robichaux PSP
|
24,997 | 24,997 | - | - | - | |||||||||||||||
|
David
N. Malm Anaesthesia Inc.11
|
45,000 | 45,000 | 15,000 | - | - | |||||||||||||||
|
David
T. Jensen††
|
50,000 | 50,000 | 16,667 | - | - | |||||||||||||||
|
David
Westlund††12
|
226,666 | 90,000 | 30,000 | 136,666 |
*
|
|||||||||||||||
|
Delores
Antonsen
|
30,000 | 30,000 | 20,000 | - | - | |||||||||||||||
|
Don
S. Cook††
|
50,000 | 50,000 | 16,667 | - | - | |||||||||||||||
|
Donald
A. Wright13
|
1,873,279 | 750,000 | 250,000 | 1,123,279 | * | |||||||||||||||
|
Donald
Moss†
|
80,000 | 80,000 | 26,667 | - | - | |||||||||||||||
|
Donald
Streu††
|
25,500 | 25,500 | 8,500 | - | - | |||||||||||||||
|
Dr.
William Grose Agency††
|
50,000 | 50,000 | 16,667 | - | - | |||||||||||||||
|
Duane
Renfro
|
16,667 | 16,667 | 16,667 | - | - | |||||||||||||||
|
Edmund
Melhado††
|
150,000 | 150,000 | 50,000 | - | - | |||||||||||||||
|
Edward
B. Antonsen14
|
47,500 | 27,500 | 27,500 | 20,000 | * | |||||||||||||||
|
Edward
Muchowski15††
|
308,730 | 150,000 | 50,000 | 158,730 | * | |||||||||||||||
|
Emily
H. Todd Separate Property††
|
30,000 | 30,000 | 10,000 | - | - | |||||||||||||||
|
Frank
J. Metyko Residuary Trust16††
|
24,999 | 24,999 | 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 Hoy17
|
24,119 | 8,500 | - | 15,619 | * | |||||||||||||||
|
Georges
Antoun & Martha Antoun††
|
50,000 | 50,000 | 16,667 | - | - | |||||||||||||||
|
Gerald
Golub
|
32,667 | 32,667 | 16,667 | - | - | |||||||||||||||
|
Geriann
Sweeney & Louis Paul Lohn Com Prop
|
47,334 | 47,334 | 33,334 | - | - | |||||||||||||||
|
Glenn
Andrew Welsch TTEE Constance Welsch Trust U/A DTD 12/18/95
|
17,500 | 17,500 | - | - | - | |||||||||||||||
|
Glenn
Fleischhacker
|
25,001 | 25,001 | 8,334 | - | - | |||||||||||||||
|
Gonzalo
Vazquez
|
100,000 | 85,000 | - | 15,000 | * | |||||||||||||||
|
Grace
To†
|
5,000 | 5,000 | 5,000 | - | - | |||||||||||||||
|
Grant
E. Sims and Patricia Sims†
|
75,000 | 75,000 | 25,000 | - | - | |||||||||||||||
|
Eric
R. Sims18
|
7,500 | 7,500 | - | - | - | |||||||||||||||
|
Ryan
S. Sims19
|
7,500 | 7,500 | - | - | - | |||||||||||||||
|
Scott
A. Sims20
|
7,500 | 7,500 | - | - | - | |||||||||||||||
|
Grant
Hodgins21
|
24,119 | 8,500 | 8,500 | 15,619 | * | |||||||||||||||
|
Gregg
J. Sedun22
|
112,491 | 50,000 | 50,000 | 62,491 | * |
4.
|
Hal
Rothbaum
|
46,834 | 46,834 | 33,334 | - | - | |||||||||||||||
|
Hazel
Bennett23
|
19,168 | 15,000 | 5,000 | 4,168 | * | |||||||||||||||
|
Heather
and Ian Campbell24
|
161,501 | 20,001 | 6,667 | 141,500 | * | |||||||||||||||
|
Herbert
Lippin††
|
30,000 | 30,000 | 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 | 64,568 | 16,667 | - | - | |||||||||||||||
|
IRA
FBO Anthony Jacobs Pershing LLC as Custodian Rollover
Account
|
250,000 | 225,000 | 75,000 | 25,000 | * | |||||||||||||||
|
IRA
FBO Erik Klefos29
|
32,800 | 31,000 | 15,000 | 1,800 | * | |||||||||||||||
|
IRA
FBO Hyman Gildenhorn Pershing LLC as Custodian††
|
228,000 | 228,000 | 76,000 | - | - | |||||||||||||||
|
IRA
FBO Lewis S. Rosen Pershing LLC as Custodian
|
24,999 | 24,999 | 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 | 83,333 | - | - | |||||||||||||||
|
James
W. Christmas
|
80,000 | 80,000 | - | - | - | |||||||||||||||
|
James
Garson††
|
50,001 | 50,001 | 16,667 | - | - | |||||||||||||||
|
James
McNeill††
|
499,950 | 499,950 | 166,650 | - | - | |||||||||||||||
|
James
R. Timmins and Alice M. Timmins32
|
124,998 | 124,998 | - | - | - | |||||||||||||||
|
Jan
A I Rask
|
215,000 | 50,000 | - | 165,000 | * | |||||||||||||||
|
Jeffrey Orchen††
|
80,000 | 50,000 | 50,000 | 30,000 | * | |||||||||||||||
|
Jeffrey
J. Scott33††
|
2,780,527 | 150,000 | 50,000 | 2,630,527 | 1.1 | % | ||||||||||||||
|
Jill
Norris34
|
4,167 | 4,167 | - | - | - | |||||||||||||||
|
IRA
FBO Jodi Malanga35†
|
63,000 | 25,500 | 8,500 | 37,500 | * | |||||||||||||||
|
Jonathan
Day
|
10,000 | 10,000 | - | - | - | |||||||||||||||
|
Jorge
Cangini36
|
110,000 | 60,000 | 20,000 | 50,000 | * | |||||||||||||||
|
Joseph
A. Ahearn††
|
50,001 | 50,001 | 16,667 | - | - | |||||||||||||||
|
Joseph
A. Cech
|
50,000 | 50,000 | 13,350 | - | - | |||||||||||||||
|
Kevin
D. Poynter
|
379,900 | 299,900 | - | 80,000 | * | |||||||||||||||
|
Kiyoshi
Fujieda
|
10,500 | 10,000 | - | 500 | * | |||||||||||||||
|
L G
Vela††
|
25,001 | 25,001 | 8,334 | - | - | |||||||||||||||
|
Larry
F. Crews
|
25,499 | 15,499 | - | 10,000 | * | |||||||||||||||
|
Lawrence
Johnson West†
|
24,999 | 24,999 | 8,333 | - | - | |||||||||||||||
|
Lee
H. Corbin
|
10,500 | 8,500 | - | 2,000 | - | |||||||||||||||
|
Lloyd
Clark†
|
14,800 | 14,800 | 8,400 | - | - | |||||||||||||||
|
Louis
and Carol Zehil††
|
99,999 | 99,999 | 33,333 | - | - | |||||||||||||||
|
LSM
Business Services Ltd.37
|
50,625 | 10,000 | 10,000 | 40,625 | * | |||||||||||||||
|
Luc
Chartrand
|
37,500 | 37,500 | 37,500 | - | - | |||||||||||||||
|
Mac
Haik
|
300,000 | 300,000 | - | - | - | |||||||||||||||
|
Mary
E. Shields
|
24,999 | 24,999 | - | - | - | |||||||||||||||
|
Mary
Harris Cooper††
|
24,999 | 24,999 | 8,333 | - | - |
5.
|
Max
Hsu Wei38
|
1,992,167 | 39,984 | - | 1,952,183 | * | |||||||||||||||
|
IRA
FBO Melton R. Pipes
|
64,400 | 30,000 | - | - | - | |||||||||||||||
|
Michael
L Thiele & Elaine D Thiele
|
75,000 | 75,000 | - | - | - | |||||||||||||||
|
Michael
McNulty††
|
24,999 | 25,000 | 8,333 | - | - | |||||||||||||||
|
Michael
S. Chadwick39
|
25,499 | 25,499 | - | - | - | |||||||||||||||
|
MP
Pensjon40††
|
1,049,970 | 1,049,970 | 349,990 | - | - | |||||||||||||||
|
Nadine
C. Smith41†
|
732,900 | 101,089 | 31,664 | 631,811 | * | |||||||||||||||
|
Nathan
Hagens††
|
60,000 | 60,000 | 20,000 | - | - | |||||||||||||||
|
Norman
Goldberg
|
46,833 | 46,833 | 33,333 | - | - | |||||||||||||||
|
Paul
Evans
|
10,666 | 10,666 | - | - | - | |||||||||||||||
|
Paul
Osher and Sara Osher
|
24,167 | 24,167 | 16,667 | - | - | |||||||||||||||
|
Perfco
Investments Ltd.42††
|
2,412,302 | 300,000 | - | 2,112,302 | * | |||||||||||||||
|
PGS
Holdings Ltd.43†
|
37,500 | 37,500 | 12,500 | - | - | |||||||||||||||
|
Philip
M. Garner & Carol P. Garner
|
300,000 | 300,000 | - | - | - | |||||||||||||||
|
RAB
American Opportunities Fund Limited44††
|
116,667 | 116,667 | 116,667 | - | - | |||||||||||||||
|
Rafael
Orunesu45
|
2,063,850 | 120,000 | 40,000 | 1,943,850 | * | |||||||||||||||
|
Rahn
and Bodmer46††
|
100,000 | 100,000 | 33,334 | - | - | |||||||||||||||
|
Rob
Krahn†
|
27,500 | 27,500 | 17,500 | - | - | |||||||||||||||
|
Richard
Machin47
|
42,500 | 17,500 | - | 25,000 | * | |||||||||||||||
|
Robert
Freedman††
|
125,000 | 125,000 | 25,000 | - | - | |||||||||||||||
|
Robert
K. Macleod48
|
69,999 | 24,999 | 8,333 | 45,000 | * | |||||||||||||||
|
Robert
W. Y. Kung††
|
25,500 | 25,500 | 8,500 | - | - | |||||||||||||||
|
Robert
Wilensky
|
30,000 | 30,000 | - | - | - | |||||||||||||||
|
Robert
Zappia49
|
60,000 | 60,000 | 20,000 | - | - | |||||||||||||||
|
Roberta
Kintigh
|
45,500 | 25,500 | - | 20,000 | * | |||||||||||||||
|
Rowena
M. Santos50
|
31,125 | 15,500 | 8,500 | 15,625 | * | |||||||||||||||
|
Rune
Medhus Elisa Medhus M.D.51
|
40,000 | 30,000 | - | 10,000 | * | |||||||||||||||
|
Scott
Andrews
|
170,000 | 150,000 | - | 20,000 | * | |||||||||||||||
|
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 | 24,999 | 8,333 | - | - | |||||||||||||||
|
Shawn
T. Kemp†
|
60,000 | 60,000 | 20,000 | - | - | |||||||||||||||
|
Sonya
Messner††52
|
117,999 | 33,000 | 11,000 | 84,999 | * | |||||||||||||||
|
Steven
Hall/Rebecca Hall JTWROS
|
34,000 | 34,000 | 17,000 | - | - | |||||||||||||||
|
Sue
M. Harris
|
96,000 | 75,000 | 25,000 | 21,000 | * | |||||||||||||||
|
Pinkye
Lou Blair Estate Trust U/W DTD 6/15/9153†
|
66,000 | 34,000 | - | 32,000 | - | |||||||||||||||
|
The
Knuettel Family Trust54†
|
25,002 | 25,002 | 8,334 | - | - | |||||||||||||||
|
Theseus
Fund LP55
|
880,000 | 750,000 | 250,000 | 130,000 | * | |||||||||||||||
|
The
Estate of Titus H. Harris Jr., Sue M. Harris Executrix
|
124,998 | 93,498 | - | 31,500 | - | |||||||||||||||
|
Tom
Juda & Nancy Juda Living Tr DTD 5/3/9556
|
83,333 | 83,333 | 83,333 | - | - | |||||||||||||||
|
Trevor
J. Tomanik††
|
119,988 | 119,988 | 39,996 | - | - | |||||||||||||||
|
TWM
Associates LLC57
|
69,999 | 69,999 | 33,333 | - | - | |||||||||||||||
|
US
Global Investors — Global Resources Fund58††
|
4,650,000 | 4,650,000 | 1,550,000 | - | - | |||||||||||||||
|
Verne
G. Johnson59††
|
1,562,892 | 50,003 | 50,003 | 1,512,889 | * | |||||||||||||||
|
Vincent
Vazquez
|
195,000 | 150,000 | - | 45,000 | * |
6.
|
GSEC
FBO Warrant Strategies Fund LLC60
|
125,000 | 125,000 | 125,000 | - | - | |||||||||||||||
|
William
Edward John Page††
|
45,000 | 45,000 | 15,000 | - | - | |||||||||||||||
|
William
Scott61††
|
308,730 | 150,000 | 50,000 | 158,730 | * | |||||||||||||||
|
William
Sockman††
|
30,000 | 30,000 | 10,000 | - | - | |||||||||||||||
|
William
T. Criner & Frances E. Criner
|
24,999 | 24,999 | - | - | - | |||||||||||||||
|
ZLP
Master Opportunity Fund, Ltd.62†
|
750,000 | 750,000 | 250,000 | - | - | |||||||||||||||
|
1053361
Alberta Ltd.63††
|
491,865 | 150,000 | 50,000 | 341,865 | * | |||||||||||||||
|
Robert
Pedlow†64
|
133,000 | 133,000 | - | - | - | |||||||||||||||
|
John
D. Long, Jr.65†
|
354,600 | 48,911 | 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.
|
| 2 |
Ms. Neufeld serves
as Geoscience Manager for Gran Tierra.
|
|
3
|
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.
|
|
4
|
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”).
|
|
5
|
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.
|
|
6
|
Christian
Thomas Swinbank, trustee, has the power to vote and dispose of the common
shares being registered on behalf of Christian Thomas Swinbank UAD
3/14/06.
|
|
7
|
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.
|
7.
|
8
|
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”).
|
|
9
|
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.
|
|
10
|
James
Garson has the power to vote and dispose of the common shares being
registered on behalf of Datavision Computer Video, Inc.
|
|
11
|
David
Malm has the power to vote and dispose of the common shares being
registered on behalf of David Malm Anaesthesia Inc.
|
|
12
|
Mr.
Westlund serves as Geophysics Manager for Gran Tierra.
|
|
13
|
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.
|
|
14
|
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”).
|
|
15
|
Mr.
Muchowski also holds 158,730 exchangeable shares issued on November 10,
2005 in connection with the share exchange.
|
|
16
|
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.
|
|
17
|
Mr.
and Mrs. Hoy also hold 15,619 shares of common stock acquired upon
exercise of warrants acquired in the First 2005
Offering.
|
|
18
|
Grant
Sims, custodian, has the power to vote and dispose of the common shares
being registered on behalf of the Eric R. Sims.
|
|
19
|
Grant
Sims, custodian, has the power to vote and dispose of the common shares
being registered on behalf of the Ryan S. Sims.
|
|
20
|
Grant
Sims, custodian, has the power to vote and dispose of the common shares
being registered on behalf of Scott A. Sims.
|
|
21
|
Mr.
Hodgins also holds warrants to acquire 15,619 shares of common stock at an
exercise price of $1.25 per share.
|
|
22
|
Mr.
Sedun also holds warrants to acquire 62,491 shares of common stock at an
exercise price of $1.25 per share.
|
8.
|
23
|
This
selling stockholder is a broker-dealer and an affiliate of a
broker-dealer.
|
| 24 |
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
|
James R. Timmins has the power to vote and dispose of the common shares being registered on behalf of James R. Timmins and Alice M. Timmins. |
|
33
|
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.
|
|
34
|
This
selling stockholder is a broker-dealer.
|
|
35
|
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.
|
|
26
|
Mr.
Cangini serves as New Ventures Manager for Gran Tierra Argentina S.A., a
subsidiary of Gran Tierra Energy.
|
|
37
|
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.
|
|
38
|
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.
|
9.
|
39
|
This
selling stockholder is an affiliate of a broker-dealer.
|
|
40
|
Svein
Garberg has the power to vote and dispose of the common shares being
registered on behalf of MP Pensjon.
|
|
41
|
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.
|
|
42
|
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.
|
|
43
|
Paul
Sicotte has the power to vote and dispose of the common shares being
registered on behalf of PGS Holdings Ltd.
|
|
44
|
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.
|
|
45
|
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.
|
|
46
|
Francis
Mailhot has the power to vote and dispose of the common shares being
registered on behalf of Rahn and Bodmer.
|
|
47
|
Mr.
Machin also holds 25,000 shares of common stock acquired in the First 2005
Offering.
|
|
48
|
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.
|
|
49
|
This
selling stockholder is an affiliate of a broker-dealer.
|
|
50
|
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.
|
|
51
|
This
selling stockholder is an affiliate of a broker-dealer.
|
| 52 | Ms. Messner serves as Office Manager for Gran Tierra. |
|
53
|
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.
|
|
54
|
Francis
P. Knuettel has the power to vote and dispose of the common shares being
registered on behalf of the Knuettel Family Trust.
|
|
55
|
James
Corfman has the power to vote and dispose of the common shares being
registered on behalf of Theseus Fund.
|
|
56
|
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.
|
|
57
|
Scott
Stone, manager, has the power to vote and dispose of the common shares
being registered on behalf of TWM Associates, LLC.
|
|
58
|
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.
|
|
59
|
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.
|
60
|
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.
|
|
61
|
Includes
158,730 exchangeable shares issued on November 10, 2005 in connection with
the share exchange.
|
|
62
|
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.
|
|
63
|
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.
|
|
64
|
Includes 66,667 shares of common stock acquired on March 12, 2009 upon exercise of warrants, purchased in our June 2006 offering. |
|
65
|
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, none of the
selling stockholders are a broker-dealer and four 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
|
23,825 | 15,625 | 8,200 | - | ||||||||||||
|
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
|
24,119 | 15,619 | 8,500 | * | ||||||||||||
|
Gregg
J. Sedun26
|
112,491 | 62,491 | 50,000 | * | ||||||||||||
|
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
H. and Jodi F. Malanga JT TEN 35
|
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
|
25,625 | 15,625 | 10,000 | - | ||||||||||||
|
Richard
Machin51
|
42,500 | 25,000 | 17,500 | * | ||||||||||||
|
Richard
MacDermott52††
|
247,478 | 187,478 | 60,000 | * | ||||||||||||
|
Rob
Anderson53
|
16,250 | 16,250 | - | - | ||||||||||||
|
Robert
A. Fenton54††
|
37,500 | 37,500 | - | - | ||||||||||||
|
Robert
K. Macleod55
|
69,999 | 45,000 | 24,999 | * | ||||||||||||
|
Rowena
M. Santos56
|
31,125 | 15,625 | 15,500 | * | ||||||||||||
|
Sanovest
Holdings Ltd.57
|
31,250 | 31,250 | - | - | ||||||||||||
|
Sean
Warren58††
|
33,750 | 33,750 | - | - | ||||||||||||
|
Standard
Bank PLC59†
|
1,875,000 | 1,875,000 | - | - | ||||||||||||
|
Suljo
Dzafovic60††
|
15,000 | 15,000 | - | - | ||||||||||||
|
Tammy
L. Gurr61†
|
28,125 | 28,125 | - | - | ||||||||||||
|
The
Brewster Family Trust62††
|
15,625 | 15,625 | - | - | ||||||||||||
|
Thomas
Rebane63
|
7,500 | - | 7,500 | * | ||||||||||||
|
Verne
G. Johnson64††
|
1,562,892 | 62,493 | 1,500,399 | * | ||||||||||||
|
Wildcat
Investments Ltd.65
|
25,000 | 25,000 | - | - | ||||||||||||
|
William
McCluskey66
|
393,750 | 393,750 | - | - | ||||||||||||
|
1053361
Alberta Ltd.67††
|
491,865 | 262,500 | 229,365 | * | ||||||||||||
|
1087741
Alberta Ltd.68††
|
15,993 | 15,993 | - | - | ||||||||||||
|
666977
Alberta Ltd.69††
|
12,000 | 12,000 | - | - | ||||||||||||
|
893619
Alberta Ltd.70
|