UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest
event reported): June 30, 2010
GRAN TIERRA ENERGY
INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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98-0479924
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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Commission file
number: 000-52594
300, 625
- 11th Avenue S.W.
Calgary,
Alberta, Canada T2R 0E1
(Address
of principal executive offices and zip code)
Registrant's telephone number,
including area code: (403) 265-3221
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
8.01.
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Other
Events.
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On June
30, 2010, the Board of Directors (“the Board”) of Gran Tierra Energy Inc., with
Walter Dawson and Jeffrey Scott recusing themselves from the discussion and
voting, authorized management of Gran Tierra Energy to negotiate, execute and
deliver an agreement (if a mutually acceptable agreement can be negotiated) with
Tuscany International Drilling Inc. (“Tuscany”) providing that Tuscany will be
Gran Tierra Energy’s drilling operator for the drilling program expected to take
place in the third and fourth quarters of 2010 in Peru. Walter
Dawson, a member of the Board, is also the Chairman and Chief Executive Officer
of Tuscany and Jeffrey Scott, a member of the Board, is also a member of the
board of directors of Tuscany.
Section 3
of Gran Tierra Energy’s Code of Business Conduct and Ethics governs conflicts of
interest and provides, in part, that conducting Gran Tierra Energy business with
a business in which a director has “a significant financial interest” would be a
violation of Gran Tierra Energy’s Code of Business Conduct and Ethics absent a
waiver.
As a
result, after consideration of such matters as the Board deemed relevant and
appropriate, the Board granted a waiver of Section 3 of the Gran Tierra Energy’s
Code of Business Conduct to permit the management of Gran Tierra Energy to
negotiate, execute and deliver the proposed agreement with Tuscany
notwithstanding the fact that Walter Dawson is the Chief Executive Officer of
Tuscany.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated: July
5, 2010
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GRAN
TIERRA ENERGY INC.
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By:
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/s/
Martin H. Eden
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Martin
H. Eden
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Chief
Financial Officer
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