GOLDSTRIKE INC (Form: 8-K, Received: 11/10/2005 17:13:14)

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): November 10, 2005

GRAN TIERRA ENERGY, INC.
(f/k/a GOLDSTRIKE INC.)

(Exact name of registrant as specified in its charter)

          Nevada                   333-111656               Applied For
-------------------------------------------------------------------------------
      (State or other       (Commission File Number)      (I.R.S. Employer
       jurisdiction                                    Identification Number)
     of incorporation)

10th Floor, 610-8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G5
(Address of principal executive offices) (Zip Code)

(403) 537-3218
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. This Quarterly Report 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 ("will," "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 report reflect the good faith judgment of 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 report. 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 report, 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 the 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 operation 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.

Item 2.01. Completion of Acquisition or Disposition of Assets

On November 10, 2005, pursuant to a share purchase agreement, which has been attached hereto and is incorporated herein by reference, (the "Share Purchase Agreement") among Goldstrike Inc., a Nevada corporation ("Goldstrike"), Gran Tierra Energy Inc., an Alberta corporation ("Gran Tierra Energy") and holders of shares of capital stock in Gran Tierra Energy (individually a "Gran Tierra Stockholder" and collectively the "Gran Tierra Stockholders") and an assignment agreement, which has been attached hereto and is incorporated herein by reference, (the "Assignment Agreement") between Goldstrike and Goldstrike Exchange Co, a Canadian corporation indirectly-owned by Goldstrike ("Exchangeco"), Exchangeco acquired 96.03% of the outstanding shares of capital stock in Gran Tierra Energy ("Gran Tierra Shares") in exchange for which each Gran Tierra Stockholder, at their election, received either 1.5873016 shares of common stock of Goldstrike ("Common Stock") and/or 1.5873016 shares of exchangeable stock of Exchangeco ("Exchangeable Shares"); and Goldstrike changed its name to Gran Tierra Energy Inc. (referred to hereinafter as the "Company" or "Gran Tierra") (the "Share Purchase"). Exchangeco intends to carry out a compulsory acquisition transaction in accordance with the Business Corporations Act (Alberta) to acquire the Gran Tierra Shares not already acquired as the result of the Share Purchase. After completion of such transaction, Gran Tierra Energy will become a indirectly-owned subsidiary of Goldstrike.

In connection with the Share Exchange, certain Canadian resident Gran Tierra Stockholders may receive, at their election, Exchangeable Shares on the surrender of their Gran Tierra Shares. Exchangeable Shares will be exchangeable, at the option of the holder, at any time for shares of Common Stock. Exchangeable Shares will be economically equivalent to shares of Common Stock by entitling holders to dividends and other economic rights provided to holders of shares of Common Stock and will be equivalent on a non-financial basis by providing holders with the same voting rights and liquidation rights as those provided to shares of Common Stock.

Simultaneously with the consummation of the Share Exchange, Goldstrike, Gran Tierra Energy, Goldstrike Callco, a corporation incorporated under the laws of Alberta Canada ("Callco") and Olympia Trust Company, a Canadian corporation (the "Trustee") executed a voting exchange and support agreement, which has been attached hereto and is incorporated herein by reference, (the "Voting Exchange and Support Agreement") to make provision for and establish a procedure whereby voting rights in the Company will be exercisable by the Trustee for the benefit of the holders of Exchangeable Shares (the "Beneficiaries"); Goldstrike issued to the Trustee, for the benefit of the Beneficiaries, one share of special voting stock, $.001 par value (the "Goldstrike Special Voting Share") and Callco granted to the Trustee the right, under certain circumstances, to require Callco to purchase the Exchangeable Shares.

Immediately prior to the Share Purchase, Goldstrike transferred to Goldstrike Leasco Inc., a newly-formed Nevada corporation wholly owned by Goldstrike ("Leasco") all of Goldstrike's rights and interests in that certain Mineral Property Sale Agreement previously entered into by Goldstrike. The Mineral Property Sale Agreement was filed by Goldstrike with the Securities and Exchange Commission as Exhibit 10.1 to Goldstrike's Annual Report on Form 10-KSB filed on March 24, 2005.

Simultaneously with the closing of the Share Purchase, upon the terms and conditions of a split-off agreement, which has been attached hereto and is incorporated herein by reference (the "Split-off Agreement"), among Goldstrike, Leasco, Dr. Yenyou Zheng (the "Split-off Purchaser") and Gran Tierra Energy, Goldstrike sold all the issued and outstanding shares of capital stock of Leasco (the "Leasco Shares") to the Split-off Purchaser in exchange for all of the shares of Common Stock owned by the Split-off Purchaser and the assumption by the Split-off Purchaser of all responsibilities for any debts, obligations and liabilities of Leasco.

In connection with the consummation of the Share Purchase, the address of our principal executive offices was changed to 10th Floor, 610-8th Avenue S.W., Calgary, Alberta, Canada T2P 1G5 and the telephone number of our executive offices was changed to (403) 537-3218.

BUSINESS

Goldstrike

Goldstrike was incorporated in the State of Nevada on June 9, 2003 to pursue opportunities in the field of mineral exploration. On June 30, 2003, pursuant to the Mineral Property Sale Agreement, Goldstrike acquired a 100% undivided mineral interest in properties located in the Kamloops Mining Division, in the Province of British Columbia, Canada (the "Goldstrike Property").

In July 2005, Goldstrike retained P & L Geological Services ("P&L") to conduct the first phase of exploration on the Goldstrike Property. On its review and sampling, P&L indicated that the Goldstrike Property did not host readily available areas of significant mineralization for follow-up exploration. Based on P&L's report, Goldstrike decided not to conduct any further exploration on these mineral claims and began to review other potential resource and non-resource assets for acquisition.

Gran Tierra Energy

Gran Tierra Energy is a private international oil and gas exploration and production company, incorporated in Canada in January 2005. The Company commenced business activity in May 2005 with capital obtained through its initial financing of approximately $1.8 million. Its vision and mandate is to move aggressively and purposefully to build a substantial international presence and record of success, initially focusing on business opportunities in South America with the intent to expand its activities in the future into North Africa, the Middle East and Southeast Asia.

Gran Tierra Energy was founded to capitalize on the depth and breadth of experience of the management team, to access exploration and development opportunities and leverage strategic relationships to build a diverse international oil and gas company.

The Gran Tierra Energy management team consists of four senior international energy professionals representing over one hundred years of hands-on international exploration and production operations experience in most of the world's principal petroleum producing regions. Three of the members of the management team were most recently employed by EnCana Corporation, Canada's largest oil and gas company by market capitalization. Two of the founders of Gran Tierra Energy are also founders of Saxon Energy Services Inc., an expanding Canadian public company involved in oil and gas drilling and related services in South America.

Since its inception in May, Gran Tierra Energy has acquired interests in producing and non-producing properties in Argentina (the "Argentine Acquisition") and has developed an inventory of future exploration and production opportunities that is expected to consolidate the Company's presence in Argentina, provide entry into other countries in South America and provide a base for future growth.

Gran Tierra Energy made a formal offer to purchase the Argentina assets of Dong Won Corporation S.A on May 30, 2005, that was accepted on June 22, 2005. The Argentine Acquisition closed on September 1, 2005, and consists of a 14% participation in several producing oil fields governed by a single joint venture, and a 50% interest in two additional properties. The major property, Palmar Largo, produces approximately 350 barrels per day to Gran Tierra and generates operating cash flow of approximately $200,000 per month to the Company. The total acquisition cost was approximately $7 million.

The Palmar Largo joint venture is operated by Pluspetrol S.A. The area has been producing since 1984 and is in the later stages of its production life. A planned two-well drilling program is now nearing completion. The initial exploration well was not commercially successful; a second development well is currently drilling.

The Palmar Largo acquisition was not made for its exploration upside but rather to establish cash flow in a region of interest to Gran Tierra Energy and to establish a presence and base for expansion. It is a strategic first step for the Company. Still, 3-D seismic has identified several leads and prospects that are potential drilling candidates.

Concurrent with the Argentine Acquisition, Gran Tierra Energy commenced negotiation of a business combination with Goldstrike. To facilitate these negotiations, Goldstrike provided a bridge loan to Gran Tierra Energy to finance the Argentine Acquisition. Upon the effectiveness of the consolidation of the companies, this loan was to be forgiven. The consolidation of the two companies, affected by the Share Purchase, has been consummated and the loan has been forgiven.

The Company

On November 10, 2005, the two companies consummated the Share Purchase and the Split-off and adopted the business plan of Gran Tierra Energy. The combination of Goldstrike, Gran Tierra Energy and the Argentina properties acquired in the Argentine Acquisition brings to the Company business components essential to the success and growth of the Company: the vision and senior management experience of Gran Tierra Energy, an appropriate first property acquisition through the Argentine Acquisition and access to the U.S. capital markets as a public company.

Our plan is to create value in the international oil & gas exploration and development industry, initially in South America. Our business strategy is founded on several principles:

o Engage qualified, experienced, intelligent and motivated professionals

o Position the Company in countries that welcome foreign investment, provide attractive fiscal terms and offer previously ignored or undervalued opportunities;

o Establish an effective local presence and leverage management experience and synergies with strategic partners to access proprietary deal flow;

o Create alliances with companies that are active in areas of interest to the Company, and consolidate initial land/property positions;

o Build a balanced portfolio of production, development, step-out and more speculative exploration opportunities;

o Mix technical excellence with common sense;

o Take a pragmatic approach to business; and

o Transact business in familiar countries with familiar people and familiar assets.

Industry Overview

Although prices for oil and natural gas fluctuate on the commodities market, prices have been at or near record highs over the past year. Oil and natural gas exploration and development activity in many countries is or has been dominated by larger companies, that have overlooked or undervalued smaller-sized oil and gas opportunities, some of which have not been considered economically viable in a lower price environment. This creates opportunities for more nimble, smaller companies like Gran Tierra.

High energy prices make smaller fields more economic; small fields are less attractive for large companies who need larger projects to maintain their growth. In many instances, larger companies are disposing of their smaller, non-core assets. However, many small companies have limited international management depth, limited access to capital, and limited operating capability, including access to drilling rigs. In some countries, smaller fields have been overlooked or undervalued. More progressive governments have recognized this unrealized potential, and are moving to attract smaller companies.

The international oil and gas industry is extremely diverse and offers very different opportunities for different companies in different countries. There are several realities, however, that are pervasive:

o Oil and gas reserves tend to be distributed in a pyramid pattern. The distribution of oil and gas reserves is generally depicted as a "pyramid" with the greatest number of fields being smaller fields and with very few large fields. Because of their size, the very large fields are more easily located - most have already been discovered and tend be the most economical to produce (though not always).

o Oil and gas companies tend to be distributed in a pyramid pattern. Oil and gas companies tend to be distributed in a pattern that is similar to that of oil and gas reserves. There are many small companies and few very large companies (the super majors). Furthermore, large companies tend to shed smaller non-core assets that then become available for acquisition by smaller companies and as a result small companies tend to proliferate.

o In a mature producing area with a mature industry, the entirety of the resource pyramid is being explored and developed by both small and large oil and gas companies. In less mature areas where small companies have been discouraged, the potential of the resource base and resource industry has not been fully realized.

o New opportunities for smaller companies. High energy prices, more open energy policies and continuing divestitures are creating a significant opportunity for smaller companies today, in certain countries in particular.

o The general consensus within the energy industry indicates that the higher oil prices we currently are experiencing are not a short-term phenomenon. According to the NYMEX futures exchange, which represents the market's view on future prices, prices near $60 per barrel can be expected for the next three years and remain in the mid-$50s range for several more years.

o By its nature, finding and producing oil and gas is a risky business. Oil and gas deposits may be located miles below the earth's surface. There is no guarantee, despite the sophistication of modern exploration techniques, that oil or gas will be present in a particular location without drilling. Additionally, there is no guarantee that a discovery will be commercially viable without follow up drilling, nor can there be any guarantee that such follow up drilling will be successful. There is furthermore no guarantee that reserves once established will produce at expected rates. Added to this are the vagaries of politics and fiscal systems that can render a project economic one day and uneconomic the next, and societies that can threaten the safety and security of workers or the reputation of the company.

o The oil and gas industry is capital intensive - particularly for startups that cannot depend on cashflow to fund their ambitions. Investment decisions are based on long time horizons - the typical oil and gas project has a life of 20+ years. Economics and value are based on a long-term perspective. This can be extremely problematic for investors looking for quarterly results, especially for smaller companies that do not have a large portfolio and an assembly-line approach to their work. These companies will progress in fits and starts, especially relative to their size. They will have disappointments and they will have successes, some large and some

small.

o The production profile for a substantial majority of oil and gas reservoirs is a declining trend - Production from an oil or gas field with a fixed number of wells declines over time. That decline rate varies depending on the reservoir and well/development characteristics but in general, steepest declines are earlier in the production life of the field. Typically, production falls to a point where revenues are insufficient to cover operating costs (the project reaches its economic limit) and the field is abandoned.

o Production levels in a field can be maintained by more intensive drilling and/or enhancement of existing wells and such efforts are usually made to offset the natural decline in production. A low price environment, budgetary constraints or lack of imagination can prevent companies from taking appropriate action, however. This can present a significant opportunity for new operators in a high price environment.

o Chance of exploration success in areas where there is no oil and gas activity is low. The average chance of success for `wildcat' exploration wells, globally, is less than 10%. In other words, 9 of 10 wells are unsuccessful. An exploration success of 30% (one of three wells successful) is a significant accomplishment.

Growth Opportunities

In general, growth for an oil and gas company is measured in terms of production and reserves, and corresponding cash flow. A significant determinant of cash flow is prices, over which a single oil company has no control. Price movements provide significant cash windfalls or depressions that likewise tend to impact market valuation, but the ultimate viability of an oil and gas company depends on underlying reserve and production fundamentals.

In many ways, growth is easier to achieve for a smaller company than a large company, as a small company begins from a small base and small steps can represent large percentages. Large companies, however, are able to absorb failures without jeopardizing the viability of their company. Their stronger balance sheets and financial positions provide a competitive advantage, allow them to take more risk and often attract the most qualified people.

There are essentially two ways to grow an oil and gas company - by acquiring production/reserves or by acquiring land and drilling. Acquisitions provide the greatest impact over the shortest period of time but they may or may not be self-sustaining. Acquisition of land and subsequent drilling is a long process with a limited chance of success. Land is often competitively tendered. Appraisal usually requires geological and geophysical work, assessment and time, that may or may not support the drilling of an exploration well.

The Company's growth strategy focuses on building a portfolio of production, exploration prospects and land by selective acquisitions, where future drilling will add value.

RISK FACTORS

Our future revenues will be derived from international oil and natural gas exploration and development. There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals, including those described below. The risks described below are not the only ones Gran Tierra will face. Additional risks not presently known to us or that we currently deem immaterial may also impair our financial performance and business operations. Our business, financial condition or results of operation may be materially adversely affected by the nature and impact of these risks. In such case, the market value of our securities could decline, and investors may lose all or part of their investment. Please refer to the other information contained in this Current Report for further details pertaining to the Company's business and financial condition.

RISKS RELATED TO OUR BUSINESS

We are a new enterprise engaged in the business of oil and natural gas exploration and development. The business of exploring for, developing and producing oil and natural gas reserves is inherently risky. We will face numerous and varied risks, both known and unknown, which may prevent us from achieving our goals. Some of these risks are described below. Even a combination of experience, knowledge and careful evaluation may be unable to overcome these risks.

We Are A Development Stage Company. We Have Limited Operating History For You To Evaluate Our Business. We May Never Attain Profitability.

We are a development stage company and have limited current oil or natural gas operations. As an oil and gas exploration and development company with limited operating history, it is difficult for potential investors to evaluate our business. Our proposed operations are therefore subject to all of the risks inherent in light of the expenses, difficulties, complications and delays frequently encountered in connection with the formation of any new business, as well as those risks that are specific to the oil and gas industry. Investors should evaluate us in light of the delays, expenses, problems and uncertainties frequently encountered by companies developing markets for new products, services and technologies. We may never overcome these obstacles.

Our business is speculative and dependent upon the implementation of our business plan and our ability to enter into agreements with third parties for the rights to exploit potential oil and gas reserves on terms that will be commercially viable for us. There can be no assurance that our efforts will be successful or result in revenue or profit. There is no assurance that we will earn significant revenues or that investors will not lose their entire investment.

Unanticipated Problems in Our Argentina Operations May Harm Our Business and Our Viability.

If our Argentina operations, in particular the Palmar Largo property, which is the principal asset in this location at this time, are disrupted and/or the economic integrity of these projects is threatened for unexpected reasons (which may be due to technical difficulties, geographic and weather conditions, business reasons or otherwise), our business may experience a setback. Because we are at the beginning stages of our development, we are particularly vulnerable to these events. Prolonged problems may threaten the commercial viability of our Argentina operations. Moreover, the occurrence of significant unforeseen conditions or events in connection with the Argentine Acquisition may cause us to question the thoroughness of our due diligence and planning process which occurred prior to the acquisition, which may cause us to reevaluate our business model and the viability of our contemplated business. Such actions and analysis may adversely affect our business.

We May Be Unable to Obtain Development Rights We Need to Build Our Business.

Our business plan focuses on international exploration and production opportunities, initially in South America and later in North Africa and the Middle East and Southeast Asia. We have thus far acquired three properties for exploration and development in Argentina. In the event that we do not succeed in negotiating additional property acquisitions, our future prospects will likely be substantially limited, and our financial condition and results of operation may be materially adversely affected.

Our Lack of Diversification Will Increase the Risk of an Investment in Gran Tierra.

Our business will focus on the oil and gas industry in a limited number of properties, initially in Argentina, with the intention of expanding elsewhere in South America and later into North Africa and the Middle East and Southeast Asia. Larger companies have the ability to manage their risk by diversification. However, we will lack diversification, in terms of both the nature and geographic scope of our business. As a result, we will likely be impacted more acutely by factors affecting our industry or the regions in which we operate than we would if our business were more diversified.

Strategic Relationships upon Which We May Rely are Subject to Change.

Gran Tierra's ability to successfully bid on and acquire additional properties, to discover reserves, to participate in drilling opportunities and to identify and enter into commercial arrangements with customers will depend on developing and maintaining close working relationships with industry participants and on our ability to select and evaluate suitable properties and to consummate transactions in a highly competitive environment. These realities are subject to change and may impair Gran Tierra's ability to grow.

To develop our business, we will endeavor to use the business relationships of our management to enter into strategic relationships, which may take the form of joint ventures with other private parties or with local government bodies, contractual arrangements with other oil and gas companies, including those that supply equipment and other resources that we will use in our business. There can be no assurances that we will be able to establish these strategic relationships, or if established that the relationships will continue to be maintained. In addition, the dynamics of our relationships with strategic partners may require us to incur expenses or undertake activities we would not otherwise be inclined to in order to fulfill our obligations to these partners or maintain our relationships. If our strategic relationships are not established or maintained, our business may suffer.

Competition in Obtaining Rights to Explore and Develop Oil and Gas Reserves and to Market Our Production May Impair Our Business.

The oil and gas industry is highly competitive. Other oil and gas companies will bid for exploration and production licenses and other properties and services we will need to operate our business in the countries in which we expect to operate, thereby providing competition to us for these rights. This competition is increasingly intense as prices of oil and natural gas on the commodities markets has risen in recent years. Additionally, other companies engaged in our line of business may compete with us from time to time in obtaining capital from investors. Competitors include larger, foreign owned companies, which, in particular, may have access to greater resources than us, may be more successful in the recruitment and retention of qualified employees and may conduct their own refining and petroleum marketing operations, which may give them a competitive advantage. In addition, actual or potential competitors may be strengthened through the acquisition of additional assets and interests. If we are unable to compete effectively or adequately respond to competitive pressures, this inability may materially adversely affect our results of operation and financial condition.

We May Be Unable to Obtain Additional Capital That We Will Require to Implement Our Business Plan.

We expect that current capital and our other existing resources, will be sufficient only to provide a limited amount of working capital, and the revenues generated from the Argentina properties will not alone be sufficient to fund our operations or planned growth. We will require additional capital to continue to operate our business beyond the initial phase of these three Argentina properties, and to expand our exploration and development programs to additional properties. There are no assurance that we will be able to obtain the capital required in such a short period of time or at all.

Future acquisitions and future exploration, development, production and marketing activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of additional capital and cash flow.

Shortly after the closing of the Share Exchange, we will require such additional capital and we therefore plan to pursue sources of such capital through various financing transactions or arrangements including joint venturing of projects, debt financing, equity financing or other means. There is no assurance that we will be successful in locating a suitable financing transaction in the time period required or at all, or that we will be successful in obtaining the capital we require by other means. Moreover, there is no assurance that, if we do succeed in raising additional capital shortly after the Share Exchange, the capital received will be sufficient to fund our operations going forward without obtaining additional capital financing. Furthermore, future financings are likely to be dilutive to the stockholders, as we will most likely issue additional shares of Common Stock or other equity to the investors in future financing transactions.

Our ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the oil and gas industry in particular), our status as a new enterprise without a demonstrated operating history, the location of our oil and natural gas properties in developing countries and prices of oil and natural gas on the commodities market (which will impact the amount of asset-based financing available to us). Further, if oil and/or natural gas prices on the commodities markets decrease, then our revenues will likely decrease, and decreased revenues may increase our requirements for capital. Some of the contractual arrangements governing our operations may require us to maintain minimum capital, and we may lose our contract rights (including exploration, development and production rights) if we do not have the required minimum capital. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs (even to the extent that we reduce our operations) we may be required to cease our operations.

We May Be Unable To Meet Our Capital Requirements In The Future.

We may need additional capital in the future, which may not be available to us on reasonable terms or at all. The raising of additional capital may dilute your ownership in the Company. We may need to raise additional funds through public or private debt or equity financings in order to meet various objectives including but not limited to:

o pursuing growth opportunities, including more rapid expansion;

o acquiring complementary businesses;

o making capital improvements to improve our infrastructure;

o hiring qualified management and key employees;

o responding to competitive pressures;

o complying with licensing, registration and other requirements; and

o maintaining compliance with applicable laws.

Any additional capital raised through the sale of equity may dilute your ownership percentage in us. This could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.

Furthermore, any additional financing we may need may not be available on terms favorable to us, or at all. If we are unable to obtain required additional financing, we may be forced to curtail our growth plans or cut back our existing operations.

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

We May Not Be Able To Effectively Manage Our Growth.

Our strategy envisions expanding our business. If we fail to effectively manage our growth, our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must continue to refine and expand our business development capabilities, our systems and processes and our access to financing sources. As we grow, we must continue to hire, train, supervise and manage new employees. We cannot assure you that we will be able to:

o meet our capital needs;

o expand our systems effectively or efficiently or in a timely manner;

o allocate our human resources optimally;

o identify and hire qualified employees or retain valued employees; or

o incorporate effectively the components of any business that we may acquire in our effort to achieve growth.

If we are unable to manage our growth and our operations our financial results could be adversely affected.

Our Business May Suffer If We Do Not Attract and Retain Talented Personnel.

Our success will depend in large measure on the abilities, expertise, judgment, discretion integrity and good faith of our management and other personnel in conducting the business of Gran Tierra. We have a small management team, and the loss of a key individual or inability to attract suitably qualified staff could materially adversely impact our business. We may also experience difficulties in certain jurisdictions in our efforts to obtain suitably qualified staff and retaining staff who are willing to work in that jurisdiction. Our success depends on the ability of our management and employees to interpret market and geological data correctly and to interpret and respond to economic market and other conditions in order to locate and adopt appropriate investment opportunities monitor such investments and ultimately if required successfully divest such investments. Further, no assurance can be given that our key personnel will continue their association or employment with Gran Tierra or that replacement personnel with comparable skills can be found. We have sought to and will continue to ensure that management and any key employees are appropriately compensated; however, their services cannot be guaranteed. If we are unable to attract and retain key personnel, our business may be adversely affected.

Our Management Team Does Not Have Extensive Experience in Public Company Matters.

Our management team has had limited U.S. public company management experience or responsibilities, which could impair our ability to comply with legal and regulatory requirements such as the Sarbanes-Oxley Act of 2002 and applicable federal securities laws including filing required reports and other information required on a timely basis. There can be no assurance that our management will be able to implement and affect programs and policies in an effective and timely manner that adequately respond to increased legal, regulatory compliance and reporting requirements imposed by such laws and regulations. Our failure to comply with such laws and regulations could lead to the imposition of fines and penalties and further result in the deterioration of our business.

Risks Related to our Prior Business May Adversely Affect our Business.

Prior to the Share Exchange, the business of the Company involved mineral exploration, with a view towards development and production of mineral assets, conducted by Goldstrike, including ownership of 32 mineral claim units in a property in British Columbia, Canada and the exploration of this property. We have determined not to pursue this line of business following the Share Exchange. However, claims arising from the former business of Goldstrike may be made against us. These claims may arise from Goldstrike's activities (including employee and labor matters), financing and credit arrangements or other commercial transactions. While no claims are pending and we have no actual knowledge of any threatened claims, it is possible that third parties may seek to make claims against us. Even if asserted claims are without merit and we have no liability, defense costs and the distraction of management attention may adversely affect our business. If any potential claims are made against us, our business could suffer, in particular if any such claims are material in terms of their magnitude or complexity. Therefore, claims arising from the business of Goldstrike prior to the Share Exchange may have a material adverse affect on the Company's business in the future. While the relevant definitive agreements executed in connection with the Split-o provide indemnities to us for liabilities arising from the prior business activities of Goldstrike, these indemnities may not be sufficient to fully protect us from all costs and expenses.

RISKS RELATED TO OUR INDUSTRY

Our Exploration for Oil and Natural Gas Is Risky and May Not Be Commercially Successful.

Oil and natural gas exploration involves a high degree of risk. These risks are more acute in the earlier stages of exploration. There is no assurance that Gran Tierra's expenditures on exploration will result in new discoveries of oil or natural gas in commercially viable quantities. It is difficult to project the costs of implementing an exploratory drilling program due to the inherent uncertainties of drilling in unknown formations, the costs associated with encountering various drilling conditions such as over pressured zones and tools lost in the hole, and changes in drilling plans and locations as a result of prior exploratory wells or additional seismic data and interpretations thereof. If exploration costs exceed our estimates or if our exploration efforts do not produce results which meet our expectations, our exploration efforts may not be commercially successful, which could have a material adverse affect on our results of operation and financial condition.

We May Not Be Able to Develop Oil and Gas Reserves on an Economically Viable Basis.

To the extent that we succeed in discovering oil and/or natural gas reserves, we cannot assure that these reserves will be capable of production levels we project or in sufficient quantities to be commercially viable. On a long-term basis, Gran Tierra's viability depends on our ability to find or acquire, develop and commercially produce additional oil and gas reserves. Without the addition of reserves through exploration, acquisition or development activities, our reserves and production will decline over time as reserves are produced. Our future reserves will depend not only on our ability to develop then-existing properties, but also on our ability to identify and acquire additional suitable producing properties or prospects, to find markets for the oil and natural gas we develop and to effectively distribute our production into our markets.

Future oil and gas exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may adversely affect the production from successful wells. These conditions include delays in obtaining governmental approvals or consents, shut-downs of connected wells resulting from extreme weather conditions, problems in storage and distribution and adverse geological and mechanical conditions. While we will endeavor to effectively manage these conditions, we cannot be assured of doing so optimally, and we will not be able to eliminate them completely in any case. Therefore, these conditions will have some adverse effect on our revenue and cash flow levels to varying degrees and result in the impairment of our oil and natural gas interests, which may be material.

Estimates of Oil and Natural Gas Reserves that We Make May Be Inaccurate.

We will make estimates of oil and natural gas reserves, upon which we will base our financial projections. We will make these reserve estimates using various assumptions, including assumptions as to oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. Some of these assumptions are inherently subjective, and the accuracy of our reserve estimates relies in part on the ability of our management team, engineers and other advisors to make accurate assumptions. Economic factors beyond our control, such as interest rates and exchange rates, will also impact the value of our reserves. The process of estimating oil and gas reserves is complex, and will require us to use significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each property. As a result, our reserve estimates will be inherently imprecise. Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and gas reserves may vary substantially from those we estimate. If actual production results vary substantially from our reserve estimates, this could have a materially adverse affect on our operating results and financial condition and result in the impairment of our oil and natural gas interests.

Drilling New Wells Could Result in New Liabilities.

There are risks associated with the drilling of oil and natural gas wells, including encountering unexpected formations or pressures, premature declines of reservoirs, blow-outs, craterings, sour gas releases, fires and spills. Reduced revenues or losses resulting from the occurrence of any of these risks could have a materially adverse effect on us and our future results of operations. Gran Tierra may become subject to liability for pollution, blow-outs or other hazards. We will obtain insurance with respect to these hazards, however, such insurance has limitations on liability that may not be sufficient to cover the full extent of such liabilities. The payment of such liabilities could reduce the funds available to Gran Tierra or could in an extreme case, result in a total loss of its properties and assets. Moreover, there can be no assurance that Gran Tierra will be able to maintain adequate insurance in the future at rates that are considered reasonable. Oil and natural gas production operations are also subject to all the risks typically associated with such operations, including premature decline of reservoirs and the invasion of water into producing formations.

Decommissioning Costs Are Unknown and May be Substantial.

Gran Tierra may become responsible for costs associated with abandoning and reclaiming wells, facilities and pipelines which we use for production of oil and gas reserves. Abandonment and reclamation of these facilities and the costs associated therewith is often referred to as "decommissioning." We have not yet determined whether we will establish a reserve account for these potential costs in respect of any of our current properties or facilities, or if we will satisfy such costs of decommissioning from the proceeds of production in accordance with the practice generally employed in onshore and offshore oilfield operations. If decommissioning is required prior to economic depletion of our properties or if our estimates of the costs of decommissioning exceed the value of the reserves remaining at any particular time to cover such decommissioning costs, we may have to draw on funds from other sources to satisfy such costs. The use of other funds to satisfy such decommissioning costs could have a materially adverse effect on our financial position and future results of operations.

If We Are Unable to Obtain Necessary Facilities, Our Operations Will Be Hampered.

Oil and natural gas exploration and development activities are dependent on the availability of drilling and related equipment, transportation, power and technical support in the particular areas where these activities will be conducted, and our access to these facilities may be limited. To the extent that we conduct our activities in remote areas, needed facilities may not be proximate to our operations, which will increase our expenses. Demand for such limited equipment and other facilities or access restrictions may affect the availability of such equipment to us and may delay exploration and development activities. The quality and reliability of necessary facilities may also be unpredictable and we may be required to make efforts to standardize our facilities, which may entail unanticipated costs and delays. Shortages and/or the unavailability of necessary equipment or other facilities will impair our activities, either by delaying our activities, increasing our costs or otherwise. We May Have Difficulty Distributing Our Production.

In order to sell the oil and natural gas that we are able to produce, we will have to make arrangements for storage and distribution to the market. We will rely on local infrastructure and the availability of transportation for storage and shipment of our products, but infrastructure development and storage and transportation facilities may be insufficient for our needs at commercially acceptable terms in the localities in which we operate. This will be particularly problematic to the extent that our operations are conducted in remote areas that are difficult to access, such as areas that are distant from shipping and/or pipeline facilities. These factors may affect our ability to explore and develop properties and to store and transport our oil and gas production and may increase our expenses.

Furthermore, there can be no assurance that future instability in one or more of the countries in which we will operate, weather conditions or natural disasters, actions by companies doing business there, labor disputes or actions taken by the international community will not have a material adverse effect on the distribution of oil and/or natural gas and in turn on our financial conditions or operations.

Prices and Markets for Oil and Natural Gas Are Unpredictable and Tend to Fluctuate Significantly.

Oil and natural gas are commodities whose prices are determined based on world demand, supply and other factors, all of which are beyond our control. World prices for oil and natural gas have fluctuated widely in recent years. We expect that prices will fluctuate in the future. Price fluctuations will have a significant impact upon our revenue, the return from our reserves and on our financial condition generally. Price fluctuations for oil and natural gas commodities may also impact the investment market for companies engaged in the oil and gas industry. Although during 2005 market prices for oil and natural gas have risen to near-record levels, there is no assurance that these prices will remain at current levels. Future decreases in the prices of oil and natural gas may have a material adverse effect on our financial condition and future results of operations.

Increases in Our Operating Expenses will Impact Our Operating Results and Financial Condition.

Exploration, development, production, marketing (including distribution costs) and regulatory compliance costs (including taxes) will substantially impact the net revenues we derive from the oil and gas that we produce. These costs are subject to fluctuations and variation in different locales in which we will operate, and we may not be able to predict or control these costs. If these costs exceed our expectations, this may adversely affect our results from operations. In addition, we may not be able to earn net revenue at our predicted levels, which may impact our ability to satisfy our obligations or may otherwise adversely affect our financial condition.

Penalties We May Incur Could Impair Our Business.

Failure to comply with government regulations could subject us to civil and criminal penalties, could require us to forfeit property rights, and may affect the value of our assets. We may also be required to take corrective actions, such as installing additional equipment increasing or taking other actions, each of which could require us to make substantial capital expenditures. We could also be required to indemnify our employees in connection with any expenses or liabilities that they may incur individually in connection with regulatory action against them. As a result, there could be a material adverse effect on our prospects, business, financial condition and our results of operation.

Environmental Risks May Adversely Affect Our Business.

All phases of the oil and natural gas business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and federal, provincial and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with oil and gas operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner we expect may result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require us to incur costs to remedy such discharge. We can give no assurance that the application of environmental laws to our business will not cause us to curtail our production or a materially increase the costs of our production, development or exploration activities or otherwise adversely affect our financial condition, results of operations or prospects.

Our Insurance May Be Inadequate to Cover Liabilities We May Incur.

Our involvement in the exploration for and development of oil and natural gas properties may result in our becoming subject to liability for pollution, blow-outs, property damage, personal injury or other hazards. Although we will obtain insurance in accordance with industry standards to address such risks, such insurance has limitations on liability that may not be sufficient to cover the full extent of such liabilities. In addition, such risks may not, in all circumstances be insurable or, in certain circumstances, we may choose not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or for other reasons. The payment of such uninsured liabilities would reduce the funds available to us. If we suffer a significant event or occurrence that is not fully insured against, or if the insurer of such event is not solvent, this could have a material adverse effect on Gran Tierra's results of operations or financial condition.

Our Business is Subject to Local Legal, Political and Economic Factors which are Beyond Our Control.

We initially expect to operate our business in Argentina and other South American countries, and to expand into North Africa and the Middle East and Southeast Asia. We believe that Argentina's legal system is sufficiently developed, its political environment is sufficiently supportive and its economic condition is sufficiently stable to enable us to plan and implement our operations, and we expect that these conditions in other countries in which we plan to conduct business will be hospitable to us.

However, there are risks that conditions will change in an adverse manner. These risks include, but are not limited to, terrorism, military repression, interference with private contract rights (such as privatization), extreme fluctuations in currency exchange rates, high rates of inflation, exchange controls and other laws or policies affecting environmental issues (including land use and water use), workplace safety, foreign investment, foreign trade, investment or taxation, as well as restrictions imposed on the oil and natural gas industry, such as restrictions on production, price controls and export controls. Any changes in oil and gas or investment regulations and policies or a shift in political attitudes in Argentina or other countries in which we intend to operate are beyond our control and may adversely affect our business and future financial results.

For instance, changes in laws in the jurisdiction in which we operate or expand into with the effect of favoring local enterprises, changes in political views regarding the exploitation of natural resources and economic pressures may make it more difficult for us to negotiate agreements on favorable terms, obtain required licenses, comply with regulations or effectively adapt to adverse economic changes, such as increased taxes, higher costs, inflationary pressure and currency fluctuations. These factors, individually or in the aggregate, may materially adversely affect our operations and financial condition.

Local Legal and Regulatory Systems in Which We Operate May Create Uncertainty Regarding Our Rights and Operating Activities.

As a result of the Share Exchange, we are a US company that is subject to US laws and regulations. The jurisdictions in which we intend to operate our exploration, development and production activities may have different or less developed legal systems than the US, which may result in risks such as:

o effective legal redress in the courts of such jurisdictions, whether in respect of a breach of law or regulation, or, in an ownership dispute, being more difficult to obtain;

o a higher degree of discretion on the part of governmental authorities;

o the lack of judicial or administrative guidance on interpreting applicable rules and regulations;

o inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; and

o relative inexperience of the judiciary and courts in such matters.

In certain jurisdictions the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licenses and agreements for business. These licenses and agreements may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. We can make no assurance that property right transfers, joint ventures, licenses, license applications or other legal arrangements pursuant to which we operate will not be adversely affected by the actions of government authorities and the effectiveness of and enforcement of our rights under such arrangements in these jurisdictions cannot be assured.

Our Business Will Suffer if We Cannot Obtain or Maintain Necessary Licenses.

Our operations will require licenses, permits and in some cases renewals of licenses and permits from various governmental authorities. We believe that we will be able to obtain all necessary licenses and permits to carry on the activities which we contemplate under the three Argentina properties and that we will be able to obtain licenses and permits necessary for our future properties and operations. However, our ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to change in regulations and policies and to the discretion of the applicable governments, among other factors. Our inability to obtain, or our loss of or denial of extension to any of these licenses or permits may have a materially adverse impact on our operations and financial condition.

Challenges to Our Properties May Impact Our Financial Condition.

Title to oil and natural gas interests is often not capable of conclusive determination without incurring substantial expense. While Gran Tierra intends to make appropriate inquiries into the title of properties and other development rights we acquire, no absolute assurances can be given that title defects will not exist. In addition, we may be unable to obtain adequate insurance for title defects, on a commercially reasonable basis or at all. If title defects do exist, it is possible that we may lose all or a portion of our right, title and interest in and to the properties to which the title defects relate.

Furthermore, no assurance can be given that applicable governments will not revoke or unfavorably alter the conditions of exploration and development authorizations that we procure, or that third parties will not challenge any exploration and development authorizations we procure. There is no certainty that such rights or additional rights we apply for will be granted or renewed on terms satisfactory to us.

If our property rights are reduced, whether by governmental action or third party challenges, our ability to conduct our exploration, development and production may be impaired, which could have a material adverse affect on our financial condition.

Foreign Currency Exchange Rate Fluctuations May Affect Our Financial Results.

We expect to sell our oil and natural gas production under agreements that will be denominated in US dollars and foreign currencies. Many of the operational and other expenses we incur will be paid in the local currency of the country where we perform our operations. As a result, fluctuations in the US dollar against the local currencies in jurisdictions where we operate could result in unanticipated and material fluctuations in our financial results.

We Will Rely on Technology to Conduct Our Business and Our Technology Could Become Ineffective Or Obsolete.

We rely on technology, including geographic and seismic analysis techniques and economic models, to develop our reserve estimates and to guide our exploration and development and production activities. We will be required to continually enhance and update our technology to maintain its efficacy and to avoid obsolescence. The costs of doing so may be substantial, and may be higher than the costs that we anticipate for technology maintenance and development. If we are unable to maintain the efficacy of our technology, our ability to manage our business and to compete may be impaired. Further, even if we are able to maintain technical effectiveness, our technology may not be the most efficient means of reaching our objectives, in which case we may incur higher operating costs than we would were our technology more efficient. The impact of technical shortcomings could have a material adverse effect on our prospects, business, financial condition and results of operations.

RISKS RELATED TO OUR COMMON STOCK

There Has Been No Established Trading Market for the Common Stock.

There has been no established trading market for the Common Stock. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair the Company's ability to raise capital by selling shares of capital stock and may impair the Company's ability to acquire other companies or technologies by using Common Stock as consideration.

You May Have Difficulty Trading and Obtaining Quotations for Our Common Stock.

The Common Stock is currently quoted on NASD's Over-the-Counter Bulletin Board under the symbol "GDSK.OB." The Common Stock is not actively traded, and the bid and asked prices for our Common Stock have fluctuated widely. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities. This severely limits the liquidity of the Common Stock, and would likely have a material adverse effect on the market price of the Common Stock and on our ability to raise additional capital.

The Market Price of Our Common Stock Is, and Is Likely to Continue to Be, Highly Volatile and Subject to Wide Fluctuations.

The market price of the Common Stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:

o dilution caused by our issuance of additional shares of Common Stock and other forms of equity securities, which we expect to make in connection with future capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies;

o announcements of new acquisitions, reserve discoveries or other business initiatives by our competitors;

o fluctuations in revenue from our oil and natural gas business as new reserves come to market;

o changes in the market for oil and natural gas commodities and/or in the capital markets generally;

o changes in the demand for oil and natural gas, including changes resulting from the introduction or expansion of alternative fuels; and

o changes in the social, political and/or legal climate in the regions in which we will operate.

In addition, the market price of our Common Stock could be subject to wide fluctuations in response to:

o quarterly variations in our revenues and operating expenses;

o changes in the valuation of similarly situated companies, both in our industry and in other industries;

o changes in analysts' estimates affecting our company, our competitors and/or our industry;

o changes in the accounting methods used in or otherwise affecting our industry;

o additions and departures of key personnel;

o announcements of technological innovations or new products available to the oil and natural gas industry;

o announcements by relevant governments pertaining to incentives for alternative energy development programs;

o fluctuations in interest rates, exchange rates and the availability of capital in the capital markets; and

o significant sales of our Common Stock, including sales by the investors following registration of the shares of Common Stock issued in this Offering and/or future investors in future offerings we expect to make to raise additional capital.

These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our Common Stock and/or our results of operation and financial condition.

Our Operating Results May Fluctuate Significantly, and These Fluctuations May Cause Our Stock Price to Decline.

Our operating results will likely vary in the future primarily as the result of fluctuations in our revenues and operating expenses, including the coming to market of oil and natural gas reserves that we are able to develop, expenses that we incur, the prices of oil and natural gas in the commodities markets and other factors. If our results of operations do not meet the expectations of current or potential investors, the price of our Common Stock may decline.

We Do Not Expect to Pay Dividends In the Foreseeable Future.

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. Therefore, investors will not receive any funds unless they sell their Common Stock, and stockholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in the Common Stock.

Applicable SEC Rules Governing the Trading of "Penny Stocks" Limit the Trading and Liquidity of the Common Stock, Which May Affect the Trading Price of the Common Stock.

Shares of Common Stock may be considered a "penny stock" and be subject to SEC rules and regulations which impose limitations upon the manner in which such shares may be publicly traded and regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty investors may experience in attempting to liquidate such securities.

Employees

As of November 10, 2005 we have 7 full-time employees. None of our employees is represented by a labor union, and we consider our employee relations to be good.

PLAN OF OPERATIONS

As the result of the change in the business and operations of the Company from mineral exploration and development prior to the Share Purchase and Split-off (referred to collectively as the "Transactions") to oil and natural gas exploration following the Transactions, a discussion of our past financial results is not pertinent to the business plan of the Company on a going forward basis.

The following describes our current business plan, including our ability to satisfy our cash requirements and needs/plans to raise additional funds over the next year; a summary of planned acquisition, exploration and development initiatives and expected expenditures.

After giving effect to the Transactions, Gran Tierra's cash balance is expected to be approximately $1.4 million, representing net proceeds received from Goldstrike as the result of its completion of a private placement of its securities. This balance is net of monies advanced to Gran Tierra Energy to finance the Argentine Acquisition and to provide additional working capital to Gran Tierra Energy, and net of costs associated with the Transactions.

Capital expenditures for the Palmar Largo joint venture have been unusually high in 2005 due principally to the drilling of two wells, contributing to a capital budget of approximately $20.8 million for the year ($2.9 million for a 14% share). Over the year, these expenditures are covered by cash flow from the property. However, as both wells are being drilled later in the year, much of the expenditure is being borne by Gran Tierra, which has had access to cash flow only since September 1, 2005. Gran Tierra's share of capital expenditures to December 31, 2005 is expected to be approximately $2.2 million and is being funded partly from cash flow and partly from available cash. Following the completion of the second well expected in December 2005, cash flow surpluses are expected to return. Plans for the Palmar Largo joint venture for 2006 include a modest expenditure budget, with no additional drilling. The preliminary capital budget for 2006 is $1.2 million to Gran Tierra.

Gran Tierra's plan for growth is linked to its financial capabilities. Our integrated strategy can be described as follows:

o Gran Tierra Energy completed an initial equity financing to acquire funds for general and administrative expenses incurred as it assessed opportunities and identified an appropriate first acquisition. Goldstrike completed a private placement offering, the proceeds of which were used to fund the Argentine Acquisition and provide additional working capital. Operating cash flow generated by the Argentina properties will allow Gran Tierra to expand its activities and capabilities, by hiring additional staff.

o We plan on continuing to assess opportunities and identify appropriate acquisitions. Current acquisition targets include "tuck-in" opportunities in Argentina as well as acquisitions which will provide the Company with new country entries.

o Identification and successful completion of such acquisitions will provide additional cash flow which will allow Gran Tierra to expand its activities and capabilities, assume a role as an operator, and advance exploration and development opportunities.

We expect an increase in general and administrative expenditures to approximately $200,000 per month, equivalent to our current operating cash flow. We have expanded our staff in Calgary from three to six employees with additions in the areas of geoscience, accounting and administration, and are targeting one or two additional hires. We are establishing an office in Buenos Aires, Argentina and our Vice President of Latin America is re-locating from Quito, Ecuador. Our staff complement in Buenos Aires is expected to increase to three before year-end, with an operational focus. We are targeting two additional hires in Buenos Aires early in 2006.

We expect our net cash position to stabilize in January 2006 (following the drilling of the Palmar Largo well). A portion of Gran Tierra's current cash balance will cover the projected cash deficit to that time.

Following is a summary of the short and longer term components of our business plan:

Short-Term Plan

o Acquire additional opportunities to increase production and cash flow, provide exploration and development upside and create a regional presence with an initial focus on opportunities in Argentina and Colombia.

o Establish production bases, tuck-in exploration and/or development opportunities and add more speculative exploration targets.

o Target acquisitions that provide growth, production and exploration opportunities and qualified local personnel.

Long-Term Plan

o Expand acquisitions of additional opportunities to other areas of South American and, eventually, other regions including Northeast Africa, the Middle East and Southeast Asia.

o Create independent business units for each country implementing a business model similar to that implemented for Gran Tierra.

o Evolve from creating value by acquisition to creating value by exploration and drilling.

Business Principles

o Engage qualified, experienced, intelligent and motivated professionals

The management team of Gran Tierra has over 100 years of hands-on international experience and has developed extensive contacts and relationships that it can bring together to build the company.

Qualified geophysicists, geologists and engineers are in short supply. We believe that Gran Tierra offers an enticing opportunity for such professionals by providing them with the opportunity to work with other professionals that they know and with whom they have worked effectively in the past to build a successful international exploration and production company.

o Position in countries that are welcoming to foreign investment, that provide attractive fiscal terms and offer opportunities that have been previously ignored or undervalued

The pace of oil and gas exploration and development in countries around the world is generally dictated by geology, government policy and regulation, as well as oil and gas prices. The presence or absence of such factors can limit or prevent a country from realizing its oil and gas resource potential. Governments of certain countries facing declining production have taken steps to improve the economics of oil and gas exploration and development and attract foreign investment. In addition, the recent increases in oil and gas prices have positively impacted the pace of oil and gas exploration and development in many countries.

Gran Tierra plans to target smaller, overlooked and/or undervalued exploration, development and production opportunities via joint venture arrangements. The oil industry is about finding and producing oil and gas. It is inherently a risky business as there is no certainty of oil or gas until a well is drilled and there is no certainty of reserves until the last barrel is produced. For this reason, oil companies usually work together, in a joint venture arrangement, to spread risk and manage their portfolios.

We plan to initially target South America, initially in Argentina where activity has historically been dominated by the national oil company and Colombia which has revamped its energy policies to appeal to smaller foreign companies.

o Establish an effective local presence

We believe that establishing an effective local presence is essential for an international oil and gas company - that is familiar with the local operating environment, with the local oil and gas industry, with local companies and governments - in order to facilitate business. We plan to achieve a local presence by staffing with qualified and respected local management and professionals. Additionally, our ability to run our international operations as a "local" company is expected to produce general business advantages.

o Assess and close opportunities expeditiously

A local company structure is also expected to provide the Company with the ability to quickly and efficiently assess and close oil and gas opportunities.

o Create alliances with companies that are active in areas of interest, and consolidate initial land/property positions

This is a two-pronged approach to growth. Gran Tierra's initial offer to purchase interests in connection with the Argentine Acquisition provided us with introductions to four local company partners who have been negotiating with the Company for other opportunities both inside the country and elsewhere in South America. At the same time, we have been pursuing opportunities with other companies that our management team has affiliations with and/or where a strategic fit has been sought. The oil industry, worldwide, is characterized by cooperation between companies; Gran Tierra is finding an early niche in Argentina.

o Build a balanced portfolio of production, development, step-out and more speculative exploration opportunities

Gran Tierra's growth strategy is initially focused on acquisition of property - establishing a base of production in a region or country to provide immediate cash flow then moving quickly to add tuck-in exploration opportunities. These will include both low and higher risk projects, with appropriate working interests. The most effective risk mitigation in international oil and gas is diversification, and the highest chance of exploration success results from the largest number of exploration projects. For Gran Tierra, this will translate to smaller working interest in many exploration prospects rather than a large interest in a single prospect.

As Gran Tierra continues to build its portfolio and personnel, it will assume a role as operator for selected joint ventures.

o Take a pragmatic approach to business

This is about focusing on fundamentals - geological risk, operational realties and business practicalities. As a smaller company, Gran Tierra must be focused and must use its experience and expertise to move the Company forward, practically.

o Mix technical excellence with common sense

Technical excellence in the oil and gas business is not typically about inventing a new technology. Rather, it is about applying an existing technology in a new way or new location. It encompasses knowing what technology is out there and opening to new possibilities. Some of this is aptitude, some of this is learning. As all of the members of the current management team have had significant experience in large international companies who tend to be on the vanguard of technology, they can bring the knowledge-base of the multi-national into the small company environment.

o Do business in familiar countries with familiar people and familiar assets

This is the practical benefit of experience. Our business model is a bringing together of peoples' knowledge and relationships into a single entity with a single purpose.

Gran Tierra cannot compete with the international oil and gas industry on an open tender basis. Assets and opportunities that are offered globally will receive a premium price and chance of success for any one bidder is low. This is not Gran Tierra's territory. Our approach is based on niche opportunities for buyer and seller.

PROPERTIES

The Company leases office space in Calgary, Alberta and has temporary office space in Quito, Ecuador and in Buenos Aires, Argentina, on month to month terms.

The following table describes the properties acquired by Gran Tierra Energy effective September 1, 2005. Metrics and values represent a June 1, 2005 evaluation date.

Property     Working               Reserves/
             Interest Operator     Production/Cashflow     Purchase Price
--------------------------------------------------------------------------------

Palmar Largo  14%     Pluspetrol   705,000 bbl, 386 b/d,
                                   $217,000/mo             $6,969,659, $9.79/bbl

Nacatimbay    50%     CGC          minor gas/condensate    $50,467
                                   production

Ipaguazu      50%     CGC          non-producing           $12,588
--------------------------------------------------------------------------------

Reserves

Gran Tierra's offer for Palmar Largo was based on projected value for proved producing reserves, equivalent to 705 thousand barrels for Gran Tierra's 14% working interest at June 1, 2005. These estimates are net before royalties. They are supported by an independent reserve assessment for the property.

Gran Tierra did not assign value to non-producing or undeveloped producing reserves or to probable or possible reserves, including reserves that may be attributable to two wells planned for the year.

Production

Production for Palmar Largo averaged 485 barrels per day in 2003, 434 barrels per day in 2004 and 388 barrels per day for the first half of 2005, corresponding to a 14% share (net before royalties). Average sales prices were $24.98 per barrel in 2003, $29.67 per barrel in 2004 and $29.44 per barrel for the first six months of 2005. Oil prices in Argentina are regulated according to a tax on exports of oil, which effectively establishes a ceiling for domestic prices. The export tax escalates to 45% of value over $45 per barrel for West Texas Intermediate (WTI) oil; the tax is currently scheduled to expire in February 2007. Production from Palmar Largo is transported by pipeline and truck to a nearby refinery. Oil is sold under contract and at a discount to WTI that ranges between 22% and 41% for WTI between $32 and $65 per barrel.

Operating costs for Palmar Largo averaged $7.33 per barrel in 2003, $8.98 per barrel in 2004 and $11.94 per barrel over the first half of 2005 (due to workover activity).

Wells, Acreage, Present Activity

There are currently 35 (gross) wells producing at Palmar Largo. One well is inactive and 9 wells are abandoned. Total area covered by the joint venture is approximately 1,380 square kilometers - Gran Tierra's interest is 14%. The Company also holds a 50% interest in two minor properties. The Nacatimbay property encompasses 148 square kilometers. One (gross) well is currently producing. The Ipaguazu concession covers 175 square kilometers, and is currently non-producing. All lands are considered developed acreage.

Two (gross) wells have been drilled in 2005 at Palmar Largo. One exploration well was abandoned. A second twin of an existing well is currently drilling. One
(gross) development well was drilled at Palmar Largo in 2004; no other wells were drilled in the 2003 to 2005 period.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Common Stock as of November 10, 2005 by (i) each person who, to our knowledge, beneficially owns more than 5% of the shares of Common Stock;
(ii) each of the directors and executive officers of the Company; and (iii) all of our executive officers and directors as a group.

                                                 Number of           Percentage
                                                  Shares              of Common
Name and Address of Beneficial Owner            Beneficially            Stock
                                                  Owned (1)          Outstanding

Dana Coffield (2)                                 1,734,661              4.11%
James Hart                                        1,689,683              4.00
Max Wei                                           1,689,683              4.00
Rafael Orunesu                                    1,689,683              4.00
Jeffrey Scott (3)                                 2,213,857              5.25
Walter Dawson (4)                                 1,847,619              4.38
Verne Johnson (5)                                 1,479,542              3.51

Directors and executive officers as a
group (total of 7 persons)                       12,344,720            27.46%

* Less than 1% of the outstanding Common Stock

(1) Beneficial ownership is calculated based on 42,191,873 shares of Common Stock issued and outstanding as of November 10, 2005. Beneficial ownership is determined in accordance with Rule 13d-3 of the SEC. The number of shares beneficially owned by a person includes shares of Common Stock underlying options or warrants held by that person that are currently exercisable or exercisable within 60 days of November 10, 2005. The shares issuable pursuant to the exercise of those options or warrants are deemed outstanding for computing the percentage ownership of the person holding those options and warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite that person's name, subject to community property laws, where applicable.

(2) The number of shares beneficially owned includes 14,993 shares issuable on exercise of warrants exercisable within 60 days of November 10, 2005.

(3) The number of shares beneficially owned includes 174,981 shares issuable on exercise of warrants exercisable within 60 days of November 10, 2005.

(4) The number of beneficially owned includes 158,730 shares of Common Stock held by Mr. Dawson's spouse.

(5) The number of shares beneficially owned includes 62,492 shares issuable on exercise of warrants exercisable within 60 days of November 10, 2005.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Concurrently with the consummation of the Share Purchase, the officers and directors of Goldstrike resigned and simultaneously therewith new officers and new directors of the Board of Directors were designated. The Board consists of 5 members.

Executive Officers

The following provides general information for the persons who hold executive officer positions with the Company:

Name                    Age     Executive Officer Position Held With Company
----------------------  -----   -----------------------------------------------

Dana Coffield            47     President and Chief Executive Officer

James Hart               51     Vice President Finance and Chief Financial
                                Officer

Max Wei                  56     Vice President of Operations

Rafael Orunesu           50     Vice President - Latin America

Dana Coffield, President & CEO. Prior to joining Gran Tierra Energy, Inc. in May 2005, Mr. Coffield was Vice President of the Middle East Business Unit for EnCana Corporation, North America's largest independent oil and gas company, from April 2002 through April 2004. His responsibilities included business development, exploration operations, commercial evaluations, government and partner relations, planning and budgeting, environment/health/safety, security and management of several overseas operating offices. From July 1998 through April 2002, he held various senior management positions for EnCana's predecessor, Alberta Energy Company, where he managed petroleum exploration and production operations in five countries. Previous to that time, he was with ARCO International for ten years, where he participated in exploration and production operations in North Africa, SE Asia and Alaska. He began his career as a mud-logger in the Texas Gulf Coast and later as a Research Assistant with the Earth Sciences and Resources Institute where he conducted geoscience research in North Africa, the Middle East and Latin America. Dana has participated in the discovery of over 130,000,000 barrels of oil equivalent reserves. Mr. Coffield graduated from the University of South Carolina with an MSc and PhD in Geology, based on research conducted in the Oman Mountains in Arabia and Gulf of Suez in Egypt respectively. In addition, Mr. Coffield holds a BSc in Geological Engineering from the Colorado School of Mines, is a member of the AAPG, the GSA and the CSPG, and is a Fellow of the Explorers Club.

James Hart, VP Finance & CFO. Prior to joining Gran Tierra Energy, Inc. in May 2005, Mr. Hart was an internal consultant with EnCana Corporation, from November 2001 through April 2005, providing specialized business analyses, ideas and advice for international and corporate clients. Previously, from December 1994 to October 2001, he was Treasurer of Gulfstream Resources, an international oil and gas company active in Qatar, Oman and Madagascar (eventually acquired by Anadarko). Mr. Hart was responsible for financing initiatives and commercial assessments and served as a spokesperson for the company. Mr. Hart's prior experience includes a varied tenure at Nexen (formerly Canadian Occidental Petroleum) from 1984 to 1994, as Manager of the company's worldwide Treasury activities and as Senior Advisor responsible for corporate acquisitions. He was primarily responsible for completing several international acquisitions totaling $220,000,000, and was actively involved in strategy initiatives of the company. He began his career with the Alberta Petroleum Marketing Commission, providing policy advice to the Provincial Government. Mr. Hart graduated from the University of Manitoba with a Masters in Natural Resources Management (Economics specialization) and a BSc in Geology. He is frequent instructor for the Canadian Petroleum Institute and EuroMaTech Seminars.

Max Wei, VP Operations. Mr. Wei is a Petroleum Engineering graduate from University of Alberta and has twenty-five years of experience as a reservoir engineer and project manager for oil and gas exploration and production in Canada, the US, Qatar, Bahrain, Oman, Kuwait, Egypt, Yemen, Pakistan, Bangladesh, Russia, Netherlands, Philippines, Malaysia, Venezuela and Ecuador, among other countries. Max began his career with Shell Canada in 1979 and later with Imperial Oil, in Heavy Oil Operations. He moved to the US in 1986 to work with Bechtel Petroleum Operations at Naval Petroleum Reserves in Elk Hills, California and joined Occidental Petroleum in Bakersfield, California in March of 1933 as its Senior Reservoir Engineer. Max returned to Canada in June 2000 as Senior Reservoir Engineer with Marathon Canada and in January of 2001 joined AEC International and its successor, EnCana Corporation as Team Leader for Qatar and Bahrain operations where he worked until 2004. He completed a project management position with Petronas in Malaysia in April, 2005, before joining Gran Tierra Energy in May 2005.

Max is specialized in reservoir engineering, project management, production operations, field acquisition and development, and mentoring. He is a registered Professional Engineer in the State of California and a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta. Max has a BSc in Petroleum Engineering from the University of Alberta and Certification in Petroleum Engineering from Southern Alberta Institute of Technology.

Rafael Orunesu, VP Latin America. Raphael Orunesu brings a mix of operations management, project evaluation, production geology, reservoir and production engineering as well as leadership skills to Gran Tierra, with a South American focus. He was most recently Engineering Manager for Pluspetrol Norte SA, from 1997 through 2004, responsible for planning and development operations in the Peruvian North jungle. He participated in numerous evaluation and asset purchase and sale transactions covering Latin America and North Africa, incorporating 200,000,000 barrels of oil over a five-year period. Rafael was previously with Pluspetrol Argentina from 1990 to 1996 where he managed the technical/economic evaluation of several oil fields. He began his career with YPF, initially as a geologist in the Austral Basin of Argentina and eventually as Chief of Exploitation Geology and Engineering for the Catriel Field in the Nuequen Basin, where he was responsible for drilling programs, workovers and secondary recovery projects.

Rafael has a postgraduate degree in Reservoir Engineering and Exploitation Geology from Universidad Nacional de Buenos Aires and a degree in Geology from Universidad Nacional de la Plata, Argentina.

Board of Directors

The following provides certain information with respect to each of our directors. Except as otherwise indicated, each person has been or was engaged in his present or last principal occupation, in the same or a similar position, for more than five years.

                               Positions  Held & Principal  Occupations  During
Name                  Age      the Past 5 Years
--------------------  ------   -------------------------------------------------

Jeffrey Scott         43       Chairman  of the Board.  Since 2001,  Mr.  Scott
                               has served as  President  of Postell  Energy Co.
                               Ltd.,  a  privately  held  junior  oil  and  gas
                               producing  company.  Mr.  Scott is a Director of
                               Saxon  Energy  Services,  Inc.  and High  Plains
                               Energy.

Walter Dawson         65       Director.  Mr. Dawson has been the Chairman, CEO
                               and  Director  of Saxon  Energy  Services,  Inc.
                               since  2001.  Prior  to his  time  at  Saxon  he
                               founded Enserco Energy Services  (formerly Bonus
                               Resource  Services) and was  President,  CEO and
                               Director of Computalog  Gearhart.  Mr. Dawson is
                               the  Chairman of the Board of  Directors of High
                               Plains Energy.

                               Positions  Held & Principal  Occupations  During
Name                  Age      the Past 5 Years
--------------------  ------   -------------------------------------------------

Verne Johnson         61       Director.  Mr.  Johnson is a Director of Harvest
                               Energy  Trust.  He  was  formerly   President  &
                               Director of ELAN  Energy,  President  of Paragon
                               Petroleum.

Dana Coffield         47       Director.  President and Chief Executive Officer
                               of Gran Tierra.

James Hart            51       Director.  Vice  President  of Finance and Chief
                               Financial Officer of Gran Tierra.

Board Committees

The Company intends that in the near future a majority of its directors will be independent directors of which at least one director will qualify as an "audit committee financial expert." Additionally, the Board of Directors is expected to appoint an audit committee, nominating committee and compensation committee, to adopt charters relative to each such committee and to formulate and adopt a code of ethics.

EXECUTIVE COMPENSATION

Gran Tierra Energy was not formed until January 2005 and its business activities did not begin until May 2005. Accordingly, no compensation was paid to its executive officers during the fiscal year ended December 31, 2004. The executive officers of Goldstrike served without compensation for the fiscal period from Goldstrike's incorporation on June 9, 2003 through December 31, 2003 and for the fiscal year ended December 31, 2004.

The Company will provide the executive officers with insurance benefits and other employee benefits as determined by management from time to time. The Company will also make advances and/or reimburse its executive officers and other employees for travel, meal and other expenses incurred from time to time on behalf of the Company, in accordance with the Company's expense policies. The Company pays its Vice President of Latin America $6,250.00 per month to cover living expenses incurred by such executive in Quito, Ecuador.

Employment Contracts and Termination of Employment and Change in Control

Gran Tierra has entered into executive employment agreements with all members of its current management team. The employment agreements entered into between Gran Tierra and Dana Coffield, James Hart and Max Wei have identical terms except for the position held by each such person and terms related to participation on the Board of Directors for Mr. Coffield and Mr. Hart. The respective employment agreements provide for an initial annual base salary of $150,000 and provide for unspecified annual bonuses and options as warranted. The executive employment agreements became effective on May 1, 2005 and have initial terms of three-years, subject to extension or earlier termination and provide for severance payment to each employee, in the event they are terminated without cause or the employee terminates the agreement for good reason, in the amount of two times total compensation for the prior year. "Good reason" includes an adverse change in the Executive's position, title, duties or responsibilities or any failure to re-elect him to such positions, titles or duties (except termination for Cause); a reduction of the Executive's Base Salary; a sale of substantially all of the assets of the company; a change in control in any manner whatsoever, and; any breach by the Company of the Employment Agreement. All agreements include standard indemnity, insurance, non-competition and confidentiality provisions. Initial contract terms for each of Dana Coffield, James Hart and Max Wei included rights to purchase 200,000 shares of Gran Tierra prior to an initial public offering. These rights have since been removed, with mutual consent.

The Company has also entered into an employment agreement with Rafael Orunesu which provides for an initial annual base salary of $150,000, unspecified annual bonuses and options as warranted. The agreement became effective on March 1, 2005 and has an initial term of two-years which terminates on March 1 2007, subject to extension or earlier termination. The agreement provides for severance payments in the event of the employee's termination without cause or for good reason, in an amount equal to the salary payable under the employment agreement during any remaining time in the initial two year term. Initial rights to purchase 200,000 shares of Gran Tierra prior to an initial public offering have since been removed, with mutual consent.

2005 EQUITY INCENTIVE PLAN

Summary

The Board reserved a total of 2,000,000 shares of common stock for issuance under the 2005 Equity Incentive Plan (the "Plan"). If an incentive award granted under the Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the Plan.

Shares issued under the Plan through the settlement, assumption or substitution of outstanding awards or obligations to grant future awards as a condition of acquiring another entity will not reduce the maximum number of shares available under the Plan. In addition, the number of shares subject to the Plan, any number of shares subject to any numerical limit in the Plan, and the number of shares and terms of any incentive award may be adjusted in the event of any change in the outstanding common stock of the Company by reason of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction.

No more than 750,000 shares of the authorized shares may be allocated to incentive awards granted or awarded to any individual participant during any 36-month period. Any shares of restricted stock, restricted stock units, performance grants or stock awards that are forfeited will not count against this limit.

The maximum cash payment that can be made for all incentive awards granted to any one individual under the 2005 Plan will be $500,000 times the number of 12-month periods in any performance cycle for any single or combined performance goals. Any amount that is deferred by a participant is subject to this limit in the year in which the deferral is made but not in any later year in which payment is made.

Administration

The Compensation Committee of the Board, or a subcommittee of the Compensation Committee, will administer the Plan. Subject to the terms of the Plan, the Compensation Committee will have complete authority and discretion to determine the terms of incentive awards.

Stock Options

The Plan authorizes the grant of nonqualified stock options. Nonqualified stock options are stock options that do not satisfy the requirements of Section 422 of the Internal Revenue Code (the "Code"). Options granted under the Plan entitle the grantee, upon exercise, to purchase a specified number of shares from us at a specified exercise price per share. The Compensation Committee determines the period of time during which an option may be exercised, as well as any vesting schedule, except that no option may be exercised more than 10 years after the date of grant. The exercise price for shares of common stock covered by an option cannot be less than the fair market value of the common stock on the date of grant unless we agree otherwise at the time of the grant.

Under the Plan, a participant may not surrender an option for the grant of a new option with a lower exercise price or another incentive award. In addition, if a participant's option is cancelled before its termination date, the participant may not receive another option within six months of the cancellation date unless the exercise price of the new option equals or exceeds the exercise price of the cancelled option.

Restricted Stock Awards

The Plan also authorizes the grant of restricted stock awards on terms and conditions established by the Compensation Committee, which may include performance conditions. The terms and conditions will include the designation of a restriction period during which the shares are not transferable and are subject to forfeiture. In general, the minimum restriction period applicable to any award of restricted stock that is not subject to the achievement of one or more performance standards is three years from the date of grant. The minimum restriction period for any award of restricted stock that is subject to one or more performance standards is one year from the date of grant, except that restriction periods of shorter duration may be approved for awards of restricted stock or restricted stock units combined with respect to up to 600,000 shares reserved for issuance under the Plan.

Restricted Stock Units

Restricted stock units may be granted on the terms and conditions established by the Compensation Committee, including conditioning the lapse of restrictions on the achievement of one or more performance goals. In the case of restricted stock units, no shares are issued at the time of grant. Rather, upon lapse of restrictions, a restricted stock unit entitles a participant to receive shares of common stock or a cash amount equal to the fair market value of a share of common stock on the date the restrictions lapse. The requirements with respect to restriction periods for restricted stock units are the same as those for restricted stock awards.

Performance Grants

The Compensation Committee may make performance grants to any participant that are intended to comply with Section 162(m) of the Code. Each performance grant will contain performance goals for the award, including the performance criteria, the target and maximum amounts payable, and other terms and conditions. Performance criteria may include price per share of the Company's common stock, return on assets, expense ratio, book value, investment return, return on invested capital ("ROIC"), free cash flow, value added (ROIC less cost of capital multiplied by capital), total stockholder return, economic value added (net operating profit after tax less cost of capital), operating ratio, cost reduction (or limits on cost increases), debt to capitalization, debt to equity, earnings, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, earnings per share (including or excluding nonrecurring items), earnings per share before extraordinary items, income from operations (including or excluding nonrecurring items), income from operations compared to capital spending, net income (including or excluding nonrecurring items, extraordinary items and/or the accumulative effect of accounting changes), net sales, return on capital employed, return on equity, return on investment, return on sales, and sales volume.

The Compensation Committee will make all determinations regarding the achievement of performance goals. Actual payments to a participant under a performance grant will be calculated by applying the achievement of performance criteria to the performance goal. Performance grants will be payable in cash, shares of common stock or a combination of cash and shares of common stock. The Compensation Committee may reduce or eliminate, but not increase the payments except as provided in the performance grant.

Stock Awards

The Plan authorizes the granting of stock awards. The Compensation Committee will establish the number of shares of common stock to be awarded and the terms applicable to each award, including performance restrictions. No more than 600,000 shares of common stock, reduced by restricted stock and restricted stock unit awards, may be granted under the Plan without performance restrictions.

Stock Appreciation Rights

The Compensation Committee may grant stock appreciation rights ("SARs") under the Plan. Subject to the terms of the award, SARs entitle the participant to receive a distribution in an amount not to exceed the number of shares of common stock subject to the portion of the SAR exercised multiplied by the difference between the market price of a share of common stock on the date of exercise of the SAR and the market price of a share of common stock on the date of grant of the SAR. Such distributions are payable in cash or shares of common stock, or a combination thereof, as determined by the Compensation Committee.

Change in Control

The Compensation Committee may make provisions in incentive awards with respect to a change in control, including acceleration of vesting or removal of restrictions or performance conditions.

Duration, Amendment and Termination

The Board may suspend or terminate the Plan without stockholder approval or ratification at any time or from time to time. Unless sooner terminated, the Plan will terminate on [November 10, 2015]. The Board may also amend the 2005 Plan at any time. No change may be made that increases the total number of shares of common stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders. A termination or amendment of the Plan previously granted will not, without the consent of the participant, adversely affect a participant's rights under a previously granted incentive award.

Restrictions on Transfer - Deferral

Except as otherwise permitted by the Compensation Committee and provided in the incentive award, incentive awards may not be transferred or exercised by another person except by will or by the laws of descent and distribution. The Compensation Committee may permit participants to elect to defer the issuance of common stock or the settlement of awards in cash under the Plan.

Federal Income Tax Information

The following is a general summary of the current federal income tax treatment of incentive awards, which would be authorized to be granted under the Plan, based upon the current provisions of the Code and regulations promulgated thereunder. The rules governing the tax treatment of such awards are quite technical, so the following discussion of tax consequences is necessarily general in nature and is not complete. In addition, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. Finally, this discussion does not address the tax consequences under applicable state and local law.

Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Performance Grants, and Stock Awards: A participant generally is not required to recognize income on the grant of a nonqualified stock option, a stock appreciation right, restricted stock units, a performance grant, or a stock award. Instead, ordinary income generally is required to be recognized on the date the nonqualified stock option or stock appreciation right is exercised, or in the case of restricted stock units, performance grants, and stock awards, upon the issuance of shares and/or the payment of cash pursuant to the terms of the incentive award. In general, the amount of ordinary income required to be recognized is, (a) in the case of a nonqualified stock option, an amount equal to the excess, if any, of the fair market value of the shares on the exercise date over the exercise price, (b) in the case of a stock appreciation right, the amount of cash and/or the fair market value of any shares received upon exercise plus the amount of taxes withheld from such amounts, and (c) in the case of restricted stock units, performance grants, and stock awards, the amount of cash and/or the fair market value of any shares received in respect thereof, plus the amount of taxes withheld from such amounts.

Restricted Stock: Unless a participant who receives an award of restricted stock makes an election under Section 83(b) of the Code as described below, the participant generally is not required to recognize ordinary income on the award of restricted stock. Instead, on the date the shares vest (i.e., become transferable and no longer subject to forfeiture), the participant will be required to recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the shares on such date over the amount, if any, paid for such shares. If a participant makes a Section 83(b) election to recognize ordinary income on the date the shares are awarded, the amount of ordinary income required to be recognized is an amount equal to the excess, if any, of the fair market value of the shares on the date of award over the amount, if any, paid for such shares. In such case, the participant will not be required to recognize additional ordinary income when the shares vest.

Gain or Loss on Sale or Exchange of Shares: In general, gain or loss from the sale or exchange of shares granted or awarded under the 2005 Plan will be treated as capital gain or loss, provided that the shares are held as capital assets at the time of the sale or exchange.

Deductibility by Company: In general, in the case of a nonqualified stock option, a stock appreciation right, restricted stock, restricted stock units, performance grants, and stock awards, the Company will be allowed a deduction in an amount equal to the amount of ordinary income recognized by a participant, provided that certain income tax reporting requirements are satisfied.

Parachute Payments: Where payments to certain employees that are contingent on a change in control exceed limits specified in the Code, the employee generally is liable for a 20 percent excise tax on, and the corporation or other entity making the payment generally is not entitled to any deduction for, a specified portion of such payments. The Compensation Committee may make awards as to which the vesting thereof is accelerated by a change in control of the Company. Such accelerated vesting would be relevant in determining whether the excise tax and deduction disallowance rules would be triggered with respect to certain Company employees.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the last two years, there have been no transactions, or proposed transactions, to which the Company was or is a party, in which any of the directors or executive officers of the Company, any nominee for election as a director for the Company, any persons who beneficially owned, directly or indirectly, shares with more than 5% of the Common Stock or any relatives of any of the foregoing had or is to have a direct or indirect material interest.

DESCRIPTION OF CAPITAL STOCK

Authorized Capital Stock

As of November 10, 2005, the Company was authorized to issue 75,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), 5 million shares of preferred stock, par value $.001 per share (the "Preferred Stock") and 1 share of preferred stock designated as a special voting share, par value $.001 per share ("Special Voting Share").

Capital Stock Issued and Outstanding

As of November 10, 2005, assuming all Gran Tierra Stockholders elect to receive shares of Common Stock, there were issued and outstanding 42,191,873 shares of Common Stock, 0 shares of Preferred Stock and 0 Special Voting Share.

The following description of our capital stock is derived from various provisions of Gran Tierra's Articles of Incorporation and By-laws as well as provisions of applicable law. Such description is not intended to be complete and is qualified in its entirely by reference to the relevant provisions of Gran Tierra's Articles of Incorporation, as amended, and By-laws.

Description of Common Stock

Holders of the Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of Common Stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of Common Stock voting for the election of directors can elect all of the directors. Holders of the Common Stock representing a majority of the voting power of the capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the outstanding shares of Common Stock is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the articles of incorporation.

Holders of Common Stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. Holders of the Common Stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Common Stock.

Description of Preferred Stock

The Company is authorized to issue 5,000,000 shares of "blank check" preferred stock, par value $.001 per share, none of which as of the date hereof designated or outstanding. The Board of Directors will be vested with authority to divide the shares of preferred stock into series and to fix and determine the relative rights and preferences of the shares of any such series. Once authorized, the dividend or interest rates, conversion rates, voting rights, redemption prices, maturity dates and similar characteristics of preferred stock will be determined by the Board of Directors, without the necessity of obtaining approval of the stockholders.

Description of Special Voting Share

The Special Voting Share was designated to allow the holders of Exchangeable Shares to vote at general meetings of the Company. The holder of the Special Voting Share is not entitled to receive dividends or distributions but has the right to vote on each matter on which holders of the Common Stock are entitled to vote and to cast that number of votes equal to the number of Exchangeable Shares outstanding that are not owned by the Company or its affiliates.

Description of Warrants

As of November 10, 2005, warrants representing the right to purchase 6,470,933 shares of Common Stock are issued and outstanding. The outstanding warrants are excercisable for 5 years at an exercise price of $.625 per one-half of a share. The shares of Common Stock underlying the outstanding warrants are subject to registration under the Securities Act by the Company within 120 days of the closing of the Share Exchange.

Description of Options

As of November 10, 2005, options representing the right to purchase 1,600,000 shares of Common Stock are issued and outstanding. The outstanding options were granted pursuant to the Plan to certain employees, officers and directors of the Company and are excercisable for 10 years at an exercise price of $0.80 per share.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

The Common Stock was first cleared for quotation on NASD's OTC Bulletin Board under the symbol "GDSK.OB" on June 3, 2005 and has not been actively traded since that time.

As of November 10, 2005, there were approximately 143 holders of record of shares of the Common Stock.

Dividends

Our Articles of Incorporation provide for the payment of dividends out of any funds available therefore, as often, in such amounts, and at such time as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Company's stockholders. Shares of one class or series may not be issued as a share dividend to stockholders of another class or series unless such issuance is in accordance with our Articles of Incorporation and a majority of the current stockholders of the class or series to be issued approve the issuance or there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.

No cash dividends have been declared on the Common Stock.

LEGAL PROCEEDINGS

From time to time we may become a party to litigation or other legal proceedings that, in the opinion of our management are part of the ordinary course of our business. Currently, no legal proceedings or claims are pending against or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operation.

RECENT SALES OF UNREGISTERED SECURITIES

As reported in the Current Report on Form 8-K filed by Goldstrike on September 7, 2005 under the caption "Item 3.02. Unregistered Sales of Equity Securities" which information is incorporated herein by reference, on September 1, 2005, Goldstrike completed the initial closing of a private placement of units of its securities offered at a price of $0.80 per unit and consisting of one share of Common Stock and a warrant to purchase one-half share of Common Stock for five years at the exercise price of $0.625 per one-half share.

As reported in the Current Report on Form 8-K filed by Goldstrike on November 2, 2005 under the caption "Item 3.02. Unregistered Sales of Equity Securities" which information is incorporated herein by reference, on October 7, 2005, Goldstrike conducted the second closing of the initial private placement and on October 28, 2005 closed on a secondary offering of units of its securities offered at a price of $.08 per unit and consisting of one share of Common Stock and a warrant to purchase one-half share of Common Stock for five years at the exercise price of $0.625 per one-half share.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Nevada law, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation (our articles do not impose any special limitation in this regard). Excepted from that immunity are:

o a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

o a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

o a transaction from which the director derived an improper personal profit; and

o willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

o such indemnification is expressly required to be made by law;

o the proceeding was authorized by our Board of Directors;

o such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or

o such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following a request. This advance of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

Simultaneously with the closing of the Share Exchange, the Company has executed indemnity agreements with each of its name executive officers and directors (the "Indemnity Agreements") which have been attached hereto as exhibits and which are incorporated herein by reference and pursuant to which the Company has agreed to indemnify its named executive officers and directors to the fullest extent permitted by applicable law and the Company's Articles of Incorporation and Bylaws.

Item 3.02 Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on form 8-K which disclosure is incorporated herein by reference.

Item 4.01 Changes in Registrant's Certifying Accountant

None.

Item 5.01. Changes in Control of Registrant

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on form 8-K which disclosure is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on form 8-K which disclosure is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under Item 2.01, on November 8, 2005, the Company changed its name from "Goldstrike Inc." to "Gran Tierra Energy, Inc.", authorized a class of "blank check" preferred stock and authorized the Special Voting Share, all by way of an amendment to the Registrant's Articles of incorporation, filed with the Secretary of State of Nevada on that date. A copy of this amendment is attached as Exhibit 3.1 to this Current Report and is hereby incorporated herein by reference.

Item 5.06. Change in Shell Company Status

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on form 8-K which disclosure is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of business acquired.

Report of Independent Registered Chartered Accountants

To the Shareholders of
Gran Tierra Energy Inc.
(a development stage company):

We have audited the consolidated balance sheet of Gran Tierra Energy Inc. (a development stage company) as at June 30, 2005 and the consolidated statements of operations and deficit, and cash flows for the period from incorporation on January 26, 2005 to June 30, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Gran Tierra Energy Inc. as at June 30, 2005 and the results of its operations and its cash flows for the period from incorporation on January 26, 2005 to June 30, 2005 in accordance with accounting principles generally accepted in the United States of America.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion.

Calgary, Alberta, Canada                               /s/ Deloitte & Touche LLP
November 7, 2005                    Independent Registered Chartered Accountants

COMMENTS BY INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS ON CANADA-UNITED STATES
OF AMERICA REPORTING DIFFERENCES

The standards of the Public Company Accounting Oversight Board (United States) require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast a substantial doubt on the Company's ability to continue as a going concern, such as those described in note 1 to the financial statements. Our report is expressed in accordance with Canadian reporting standards, which do not require a reference to such conditions and events in the auditors' report when these are adequately disclosed in the financial statements.

Calgary, Alberta, Canada                               /s/ Deloitte & Touche LLP
November 7, 2005                    Independent Registered Chartered Accountants

F-1

GRAN TIERRA ENERGY INC.
(a development stage company)
Consolidated Statement of Operations and Deficit Period from Incorporation on January 26, 2005 to June 30, 2005
(Stated in US dollars)

--------------------------------------------------------------------------------
                                                                          $
                                                                     ----------

REVENUES                                                                     --
                                                                     ----------
OPERATING EXPENSES
  General and administration                                            259,337
  Depreciation                                                            2,209
                                                                     ----------
                                                                        261,546
                                                                     ----------
LOSS BEFORE INCOME TAXES                                               (261,546)

INCOME TAXES                                                                 --
                                                                     ----------

LOSS AND DEFICIT, END OF PERIOD                                        (261,546)
                                                                     ==========

BASIC AND DILUTED LOSS PER SHARE                                           0.10
                                                                     ==========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                  2,500,000
                                                                     ==========

(See notes to the consolidated financial statements)

F-2

GRAN TIERRA ENERGY INC.
(a development stage company)
Consolidated Balance Sheet
June 30, 2005
(Stated in US dollars)

ASSETS

CURRENT

  Cash                                                                1,318,822
  Accounts receivable                                                     1,414
                                                                     ----------
                                                                      1,320,236

Capital assets (Note 3)                                                  42,946
                                                                     ----------
                                                                      1,363,182
                                                                     ==========

LIABILITIES

CURRENT

  Accounts payable and accrued liabilities                              126,778
                                                                     ----------
SHAREHOLDERS' EQUITY

  Share capital (Note 4)
   (11,250,000 common voting shares, without par value, issued
     and outstanding at June 30, 2005)                                1,497,950
  Deficit accumulated during the development stage                     (261,546)
                                                                     ----------
                                                                      1,236,404
                                                                     ----------
                                                                      1,363,182
                                                                     ==========

(See notes to the consolidated financial statements)

F-3

GRAN TIERRA ENERGY INC.
(a development stage company)
Consolidated Statement of Cash Flows
Period from Incorporation on January 26, 2005 to June 30, 2005
(Stated in US dollars)

CASH FLOWS RELATED TO THE
FOLLOWING ACTIVITIES:

OPERATING

  Net loss                                                             (261,546)
  Adjustment for:
    Depreciation                                                          2,209

  Changes in non-cash working capital (Note 6)                          125,364
                                                                     ----------
                                                                       (133,973)
                                                                     ----------
FINANCING
  Proceeds from issuance of common shares                             1,497,950
                                                                     ----------
INVESTING
  Purchase of capital assets                                            (45,155)
                                                                     ----------

NET INCREASE IN CASH                                                  1,318,822

CASH, BEGINNING OF PERIOD                                                    --
                                                                     ----------

CASH, END OF PERIOD                                                   1,318,822
                                                                     ==========
Supplemental cash flow disclosures:
  Cash paid for interest                                                     --
  Cash paid for taxes                                                        --
                                                                     ==========

(See notes to the consolidated financial statements)

F-4

GRAN TIERRA ENERGY INC. 1
(a development stage company)

Notes to the Consolidated Financial Statements Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)

1. DESCRIPTION OF BUSINESS AND GOING CONCERN

Gran Tierra Energy Inc. (the "Company") was incorporated under the Business Corporations Act (Alberta) on January 26, 2005. The Company's principal business is to pursue opportunities in oil and natural gas exploration and development.

The Company's ability to continue as a going concern is dependent upon obtaining the necessary financing to acquire oil and natural gas interests and generate profitable operations from its oil and natural gas interests in the future.

Management of the Company plans to address the above as follows:

o raise additional capital through the sale and issuance of common shares (see note 4);

o borrow from Goldstrike, Inc., a Nevada company, under a bridge loan facility to acquire oil and natural gas interests in Argentina (see note 8);

o pursue a merger with Goldstrike, Inc, a Nevada company, which will allow the Company to raise additional capital through the sale and issuance of common shares in the United States of America (see note
8); and

o acquire producing and non-producing oil and natural gas interests in Argentina for approximately $7,000,000 on September 1, 2005 (see note 8). These properties produced profit after direct expenses and royalties of approximately $2,800,000 for the year ended December 31, 2004.

Should the going concern assumption not be appropriate and the Company not be able to realize its assets and settle its liabilities in the normal course of operations, these consolidated financial statements would require adjustments to the amounts and classifications of assets and liabilities.

F-5

GRAN TIERRA ENERGY INC. 2
(a development stage company)

Notes to the Consolidated Financial Statements Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)

2. SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The significant accounting policies are:

Development stage company

The Company is a development stage company as it does not have established operations.

Principles of consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. The Company will proportionately consolidate its undivided interest in oil and gas exploration and development joint ventures.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-6

GRAN TIERRA ENERGY INC. 3
(a development stage company)

Notes to the Consolidated Financial Statements Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation

The Company's functional currency is the United States Dollar. The balance sheet accounts of the Company's foreign operations that use different functional currencies are translated into US dollars at the period-end exchange rates, while income, expenses and cash flows are translated at the average exchange rates for the period. Translation gains or losses related to net assets will be included as a component of accumulated other comprehensive income in shareholders' equity. Gains and losses resulting from foreign currency transactions, which are transactions denominated in a currency other than the entity's functional currency, are included in the consolidated statement of operations and deficit.

Fair value of financial instruments

The Company's financial instruments are cash, accounts receivable and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to their immediate or short-term nature.

Capital assets

Capital assets are recorded at cost upon acquisition. Depreciation is provided using the declining balance-basis at the following annual rates:

Computer equipment 30% Automobiles 30%

Income taxes

Income taxes are reported under Statement of Financial Accounting Standards ("SFAS") No. 109 and, accordingly, deferred income taxes are recognized using the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Valuation allowances are provided if, after considering available evidence, it is more likely than not that some or all of the deferred tax assets will not be realised.

F-7

GRAN TIERRA ENERGY INC. 4
(a development stage company)

Notes to the Consolidated Financial Statements Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss per share

Basic loss per share calculations are based on the net income (loss) attributable to common shareholders for the period divided by the weighted average number of common shares issued and outstanding during the period. The diluted earnings (loss) per share calculations are based on the weighed average number of common shares outstanding during the period, plus the effects of dilutive common share equivalents. This method requires that the dilutive effect of outstanding options and warrants issued should be calculated using the treasury stock method. This method assumes that all common share equivalents have been exercised at the beginning of the period (or at the time of issuance, if later), and that the funds obtained thereby were used to purchase common shares of the Company at the average trading price of common shares during the period.

Oil and natural gas properties

The Company will use the full cost method of accounting for its investment in oil and natural gas properties. Under this method, the Company capitalizes all acquisition, exploration and development costs incurred for the purpose of finding oil and natural gas reserves, including salaries, benefits and other internal costs directly attributable to these activities. Costs associated with production and general corporate activities, however, are expensed in the period incurred. Interest costs related to unproved properties and properties under development are also capitalized to oil and natural gas properties. Unless a significant portion of the Company's proved reserve quantities in a particular country are sold (greater than 25 percent), proceeds from the sale of oil and natural gas properties are accounted for as a reduction to capitalized costs, and gains and losses are not recognized.

The Company will compute depreciation, depletion and amortization ("DD&A") of oil and natural gas properties on a quarterly basis using the unit-of-production method based upon production and estimates of proved reserve quantities. Unproved properties are excluded from the amortizable base until evaluated. The cost of exploratory dry wells is transferred to proved properties and thus subject to amortization immediately upon determination that a well is dry in those countries where proved reserves exist. In countries where the Company has not booked proved reserves, all costs associated with a prospect or play are considered quarterly for impairment upon full evaluation of such prospect or play. This evaluation considers among other factors, seismic data, requirements to relinquish acreage, drilling results, remaining time in the commitment period, remaining capital plans, and political, economic, and market conditions. Geological and geophysical ("G&G") costs are recorded in proved property and therefore subject to amortization as incurred in mature basins.

F-8

GRAN TIERRA ENERGY INC. 5
(a development stage company)

Notes to the Consolidated Financial Statements Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

In exploration areas, G&G costs are capitalized in unproved property and evaluated as part of the total capitalized costs associated with a prospect or play. Future development costs are added to the amortizable base.

In performing its quarterly ceiling test, the Company will limit, on a country-by-country basis, the capitalized costs of proved oil and natural gas properties, net of accumulated DD&A and deferred income taxes, to the estimated future net cash flows from proved oil and natural gas reserves discounted at 10 percent, net of related tax effects, plus the lower of cost or fair value of unproved properties included in the costs being amortized. If capitalized costs exceed this limit, the excess is charged as additional DD&A expense. The Company calculates future net cash flows by applying end-of-the-period prices except in those instances where future natural gas or oil sales are covered by physical contract terms providing for higher or lower amounts.

Given the volatility of oil and natural gas prices, it is reasonably possible that the Company's estimate of discounted future net cash flows from proved oil and natural gas reserves could change in the near term. If oil and natural gas prices decline significantly, even if only for a short period of time, it is possible that write-downs of oil and natural gas properties could occur.

Unproved properties will be assessed quarterly for possible impairments or reductions in value. If a reduction in value has occurred, the impairment is transferred to proved properties. For international operations where a reserve base has not yet been established, the impairment is charged to earnings.

Asset retirement obligations

The Company will use Statement of Financial Accounting Standard No. 143 Accounting for Asset Retirement Obligations to account for asset retirement obligations which requires recognition of a liability for the future retirement obligations associated with capital assets, which includes oil and natural gas properties. The asset retirement obligation is initially measured at fair value and capitalized to capital assets as an asset retirement cost. The asset retirement obligation accretes until the time the asset retirement obligation is expected to settle while the asset retirement cost is amortized over the useful life of the underlying capital assets.

The amortization of the asset retirement cost and the accretion of the asset retirement obligation will be included in DD&A. Actual asset retirement costs are recorded against the obligation when incurred. Any difference between the recorded asset retirement obligation

F-9

GRAN TIERRA ENERGY INC. 6
(a development stage company)

Notes to the Consolidated Financial Statements Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

and the actual retirement costs incurred is recorded as a gain or loss in the period of settlement.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment", which is a revision of SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS No. 123(R) supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees", and amends SFAS No. 95, "Statement of Cash Flows". Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. To assist in the implementation of the new standard, the SEC issued SAB No. 107, "Share-Based Payment". While SAB No. 107 addresses a wide range of issues, the largest area of focus is valuation methodologies and the selection of assumptions. Notably, SAB No. 107 lays out simplified methods for developing certain assumptions. In addition to providing the SEC staff's interpretive guidance on SFAS No. 123(R), SAB No. 107 addresses the interaction of SFAS No. 123(R) with existing SEC guidance (e.g., the interaction with the SEC's guidance dealing with non-GAAP disclosures). The compliance date for SFAS No. 123(R) has been amended such that the standard will be effective for the first fiscal year beginning after June 15, 2005. As of the required effective date, all public entities will apply this standard using a modified version of prospective application. Under that transition method, compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123(R) for all share-based payments granted after the effective date, and (b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the effective date. For periods before the required effective date, entities may elect to apply a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods by SFAS No. 123. The Company plans to adopt SFAS No. 123(R) on January 1, 2006 and is reviewing the standard to determine the potential impact, if any, on its consolidated financial statements.

F-10

GRAN TIERRA ENERGY INC. 7
(a development stage company)

Notes to the Consolidated Financial Statements Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In March 2005, the FASB issued FIN No. 47, "Accounting for Conditional Asset Retirement Obligations". FIN No. 47 clarifies that the term Conditional Asset Retirement Obligation as used in SFAS No. 143, "Accounting for Asset Retirement Obligations", refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The interpretation is effective no later than the end of fiscal years ending after December 15, 2005. The Company is reviewing the interpretation to determine the potential impact, if any, on its consolidated financial statements.

In May 2005, the FASB issued SFAS No. 154 ("SFAS 154") "Accounting Changes and Error Corrections--a replacement of APB Opinion No. 20 and FASB Statement No. 3". SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. APB Opinion No. 20 previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. SFAS 154 requires retrospective application to prior periods' financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 applies to all voluntary changes in accounting principle. SFAS 154 also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed. SFAS 154 carries forward without change the guidance contained in APB Opinion No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. SFAS 154 also carries forward the guidance in APB Opinion No. 20 requiring justification of a change in accounting principle on the basis of preferability. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.

F-11

GRAN TIERRA ENERGY INC. 8
(a development stage company)

Notes to the Consolidated Financial Statements Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In June 2004, the Financial Accounting Standards Board ("FASB") issued an exposure draft of a proposed statement, "Fair Value Measurements" to provide guidance on how to measure the fair value of financial and non-financial assets and liabilities when required by other authoritative accounting pronouncements. The proposed statement attempts to address concerns about the ability to develop reliable estimates of fair value and inconsistencies in fair value guidance provided by current U.S. GAAP, by creating a framework that clarifies the fair value objective and its application in GAAP. In addition, the proposal expands disclosures required about the use of fair value to re-measure assets and liabilities. The standard would be effective for financial statements issued for fiscal years ending after December 15, 2006.

In June 2005, the FASB published an Exposure Draft containing proposals to change the accounting for business combinations. The proposed standards would replace the existing requirements of the FASB's Statement No. 141, "Business Combinations". The proposals would result in fewer exceptions to the principle of measuring assets acquired and liabilities assumed in a business combination at fair value. Additionally, the proposals would result in payments to third parties for consulting, legal, audit, and similar services associated with an acquisition being recognized generally as expenses when incurred rather than capitalized as part of the business combination. The FASB also published an Exposure Draft that proposes, among other changes, that non-controlling interests be classified as equity within the consolidated financial statements. The FASB's proposed standard would replace Accounting Research Bulletin No. 51, "Consolidated Financial Statements".

3. CAPITAL ASSETS

                                                    Accumulated  Net Book
                                           Cost     Depreciation   Value
                                            $            $           $
                                       ----------------------------------

Computer equipment                         8,316          367       7,949
Automobiles                               36,839        1,842      34,997
                                       ----------------------------------
                                          45,155        2,209      42,946
                                       ==================================

F-12

GRAN TIERRA ENERGY INC. 9
(a development stage company)

Notes to the Consolidated Financial Statements Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)

4. SHARE CAPITAL

                                                  Number of     Amount
                                                    Shares         $
                                                 ----------------------
Balance, beginning of period                             -            -
Common shares issued                             11,250,000   1,497,950
                                                 ----------------------

Balance, end of period                           11,250,000   1,497,950
                                                 ======================

Subsequent to June 30, 2005, 1,350,000 common shares were issued for proceeds of approximately $280,000.

5. INCOME TAXES

There is a loss of approximately $260,000 carried forward that may be applied against future taxable income. The Company does not have any income tax liabilities during the current period and, accordingly, no income taxes are recorded. A valuation allowance has been taken for the potential income tax benefit associated with the loss incurred by the Company in the period, due to uncertainty of utilisation of the tax loss.

The income tax expense (recovery) reported differs from the amount computed by applying the statutory rate to loss before income taxes for the following reasons:

                                                                    $
                                                                ---------

Loss before income taxes                                         (261,546)
Statutory income tax rate                                              35%

Income tax benefit                                                 91,541
Valuation allowance                                               (91,541)
                                                                ---------
                                                                       --
                                                                =========

F-13

GRAN TIERRA ENERGY INC. 10
(a development stage company)

Notes to the Consolidated Financial Statements Period from Incorporation on January 26, 2005 to June 30, 2005
(Tabular amounts stated in US dollars)

6. CHANGES IN NON-CASH WORKING CAPITAL

The changes in non-cash working capital are comprised of the following:

                                                                      ---------
                                                                          $
                                                                      ---------

      Increase in accounts receivable                                    (1,414)
      Increase in accounts payable and accrued liabilities              126,778
                                                                      ---------
                                                                        125,364
                                                                      =========

7.    COMMITMENTS

The Company leases an automobile under a capital lease that expires on April 30, 2006.

The future minimum lease payments under the capital lease are as follows:

                                                    $
                                                ---------

              2005                                 13,262
              2006                                  7,578
                                                ---------
              Total minimum lease payments         20,840
                                                =========

8.    SUBSEQUENT EVENTS

The Company entered into an agreement with Goldstrike, Inc., a Nevada company, to consummate a share exchange effective as of November 10, 2005.

The Company acquired producing and non-producing oil and natural gas interests in Argentina for approximately $7 million on September 1, 2005. The acquisition was financed by a bridge loan from Goldstrike, Inc.

F-14

Report of Independent Registered
Public Accounting Firm

To the Board of Directors of
Dong Won Corporation and Gran Tierra Energy Inc.

We have audited the accompanying schedule of revenues, royalties and operating cost (the "financial statements") corresponding to the 14% interest in the Palmar Largo joint venture (representing the 14% working interest acquired by Gran Tierra Energy Inc. through its wholly owned subsidiary Gran Tierra Energy Argentina S.A. in the "YPF S.A. - Pluspetrol S.A. - Compania General de Combustibles S.A. - Dong Won Corporation - Palmar Largo Union Transitoria de Empresas" (the "Palmar Largo joint venture")) for the years ended December 31, 2004 and 2003 (the "Schedule of Revenues, Royalties and Operating Cost"). The Schedule of Revenues, Royalties and Operating Cost is the responsibility of Dong Won Corporation's management. Our responsibility is to express an opinion on this Schedule of Revenues, Royalties and Operating Cost based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. Dong Won Corporation is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of Dong Won Corporation's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statement presents fairly, in all material respects, the revenues, royalties and operating cost corresponding to the 14% interest in the Palmar Largo joint venture on the basis of accounting described in Notes 1 and 2 for the years ended December 31, 2004 and 2003, in conformity with accounting principles generally accepted in the United States of America.

Buenos Aires, Argentina
November 7, 2005

Deloitte & Co. S.R.L.

/s/Ricardo C. Ruiz
Ricardo C. Ruiz
Partner

F-15

Schedule of Revenues, Royalties and Operating Cost corresponding to the 14% interest in the Palmar Largo joint venture for the years ended December 31, 2004 and 2003 and for the six months ended June 30, 2005 and 2004 (unaudited) (Note 1)

(Amounts expressed in U.S. Dollars - Note 2)

                             Six-month period ended            Year ended
                            ------------------------    ------------------------
                             June 30,       June 30,
                               2005          2004         2004           2003
                            ----------    ----------    ----------    ----------
                            (unaudited)   (unaudited)

Revenues                    2,065,587     2,036,454     4,703,136     4,422,688
Royalties                    (258,716)     (239,111)     (492,535)     (457,293)
Operating costs              (837,524)     (635,088)   (1,424,152)   (1,297,260)
                           ----------    ----------    ----------    ----------

                              969,347     1,162,255     2,786,449     2,668,135
                           ==========    ==========    ==========    ==========

F-16

1. Basis of Presentation

The accompanying Schedule of Revenues, Royalties and Operating Cost includes the revenues, royalties and operating costs for the years ended December 31, 2004 and 2003 and for the six months ended June 30, 2005 and 2004 (unaudited), corresponding to the 14% working interest in the "YPF S.A. - Pluspetrol S.A. - Compania General de Combustibles S.A. - Dong Won Corporation - Palmar Largo Union Transitoria de Empresas" (the "Palmar Largo joint venture") acquired on September 1, 2005 by Gran Tierra Energy Inc. through its wholly owned subsidiary Gran Tierra Energy Argentina S.A. from Dong Won Corporation. The Schedule of Revenues, Royalties and Operating Cost does not include any cost related to indirect general and administrative costs, income and capital taxes or any provisions related to depletion, depreciation or asset retirement obligation.

The interim financial information for the six months ended June 30, 2005 and 2004 is unaudited and has been prepared on the same basis as the audited financial statement. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the interim information. The results for the six months ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

The Palmar Largo joint venture was formed on November 24, 1992 under the method foreseen in Chapter III, Section II of Argentine Law No. 19.550 (volume 1984 and their modifications). The Palmar Largo joint venture aims at exploring, exploiting and developing the hydrocarbons of the "Palmar Largo" Area.

On December 18, 1992, by Decree 2.444/92 of the Argentine Federal Executive, the production and exploration concession corresponding to "Palmar Largo" Area - Northwest Basin- Provinces of Salta and Formosa offered by the International Public Bidding No 14-280/92 was awarded to Y.P.F S.A., Pluspetrol Exploracion y Produccion S.A, Norcen Argentina S.A, Compania General de Combustibles S.A and Dong Won Co. Ltd. According to Argentine laws, production concessions have a term of 25 years, which may be extended for an additional ten-year term, in accordance with the corresponding applicable legislation.

The concession is managed through the joint venture's partners through a formal joint venture operating agreement. After given effect to the acquisition of the 14% interest in the Palmar Largo joint venture by Gran Tierra Energy Argentina S.A. as mentioned in the first paragraph, the interest of each of the companies making up the joint venture are as follows: YPF S.A.: 30%, Pluspetrol S.A. (joint venture's Operator):
38.15%, Compania General de Combustibles S.A: 17.85% and Gran Tierra Energy Argentina S.A.: 14%.

Since the Palmar Largo joint venture's partners are the holders of the hydrocarbons produced in the Palmar Largo area, each of them withdraws the production that the Operator assigns in the measurement and delivery point.

The accompanying schedule of revenues, royalties and operating cost only represents the revenues, royalties and operating cost corresponding to the Palmar Largo joint venture's production assigned to and commercialized by Dong Won Corporation for the years ended December 31, 2004 and 2003 and for the six months ended June 30, 2005 and 2004 (unaudited), representing its 14% interest in the Palmar Largo joint venture's assigned production for such years.

F-17

2. Significant Accounting Policies

The schedule of revenues, royalties and operating cost has been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") as follows:

Revenues

Revenues from the sale of product are recognized upon delivery to purchasers.

Royalties

A 12% royalty is payable on the estimated value at the wellhead of crude oil production and the natural gas volumes commercialized. The estimated value is calculated based upon the actual sale price of the crude oil and gas produced, less the costs of transportation and storage.

Operating cost

Operating cost include amounts incurred on extraction of product to the surface, gathering, field processing, treating, field storage and transportation.

Translation to U.S. dollars

In preparing the Schedule of Revenues, Royalties and Operating Cost, the results have been translated from Argentine pesos to U.S. dollars using the average exchange rate for each year. The average exchange rates from Argentine pesos to U.S. dollars were Argentine peso 2.9416 and 2.9492 to U.S. dollar for the years ended December 31, 2004 and 2003, respectively and Argentine peso 2.9108 and 2.9069 to U.S. dollar for the six months ended June 30, 2005 and 2004, respectively.

F-18

(b) Pro Forma financial information.

GRAN TIERRA ENERGY, INC.
PROFORMA FINANCIAL STATEMENTS
AS AT JUNE 30, 2005 AND FOR THE SIX MONTHS PERIOD ENDED JUNE 30, 2005
AND THE YEAR ENDED DECEMBER 31, 2004

On November 10, 2005, pursuant to a share purchase agreement among Goldstrike Inc. ("Goldstrike"), Gran Tierra Energy Inc. ("Gran Tierra Energy") and the holders of common shares of Gran Tierra Energy and an assignment agreement between Goldstrike and Goldstrike Exchange Co, a Canadian corporation indirectly-owned by Goldstrike ("Exchangeco"), Exchangeco acquired all of the outstanding common shares in Gran Tierra Energy in exchange for which each Gran Tierra common shareholder, at their election, received either 1.5873016 shares of common stock of Goldstrike ("Common Stock") and/or 1.5873016 shares of exchangeable stock of Exchangeco ("Exchangeable Shares"). As a result of the foregoing transactions, Gran Tierra Energy became an indirectly-owned subsidiary of Goldstrike and Goldstrike changed its name to Gran Tierra Energy, Inc. (the "Company").

Subsequent to June 30, 2005, in order to facilitate merger discussions, Goldstrike advanced funds through a bridge-financing facility to Gran Tierra Energy to acquire producing and non-producing oil and natural gas properties in Argentina and for working capital purposes. The principal acquisition was a 14% interest in the Palmar Largo joint venture (the "Palmar Largo Property"), for approximately $7,000,000. The bridge-financing facility advanced to Gran Tierra Energy by Goldstrike has not been included in these pro forma financial statements as the amount due to Goldstrike by Gran Tierra Energy and the amount due by Gran Tierra Energy to Goldstrike are eliminated on consolidation.

The accompanying unaudited pro forma consolidated financial statements ("pro forma statements") reflect the acquisition of Gran Tierra Energy by Goldstrike using the purchase method of accounting and takes into account the acquisition of the Palmar Largo Property. The acquisition is accounted for as a reverse takeover of Goldstrike by Gran Tierra Energy, as the shareholders of Gran Tierra Energy will control the consolidated entity after the acquisition.

The pro forma statements have been prepared for inclusion in the Current Report on Form 8-K of the Company dated November 10, 2005 and have been prepared from, and should be read in conjunction with, the following:

o Gran Tierra Energy's audited consolidated financial statements for the period from incorporation on January 26, 2005 to June 30, 2005;
o Goldstrike's unaudited financial statements for the six months ended June 30, 2005 and 2004;
o Goldstrike's audited financial statements for the year ended December 31, 2004;
o unaudited schedules of revenues, royalties and operating costs of the Palmar Largo Property for the six months ended June 30, 2005 and 2004; and
o audited schedules of revenues, royalties and operating costs of the Palmar Largo Property for the year ended December 31, 2004.

GRAN TIERRA ENERGY, INC.

PRO FORMA CONSOLIDATED BALANCE SHEET

As at June 30, 2005
(Unaudited)
(thousands of US dollars)
-------------------------------------------------------------------------------------1
                           Gran                Palmar
                          Tierra               Largo    Pro forma   Note  Pro forma
                          Energy   Goldstrike Property  Adjustments Ref  Consolidated
                         ------------------------------------------------------------
ASSETS
Current assets
  Cash and cash
  equivalents              1,319        1         -      3,291               4,611
  Accounts receivable          1        -         -          -                   1
                         -------------------------------------            --------
                           1,320        1         -      3,291               4,612

Capital assets                43        -         -      7,110    2b,4       7,153
                         -------------------------------------            --------
                           1,363        1         -     10,401              11,765
                         =====================================            ========
LIABILITIES
Current liabilities
  Accounts payable and
    accrued liabilities      127        6         -          -                 133
  Related party note           -       10         -        (10)    2d            -
                         -------------------------------------            --------
                             127       16         -        (10)                133
                         -------------------------------------            --------

Asset retirement
obligations                    -        -         -        110    2b,4         110
                         -------------------------------------            --------

SHAREHOLDERS' EQUITY
                                                  -               2a,
  Share capital            1,498       32               10,254     2c       11,784
  Deficit                   (262)     (47)        -         47     2c         (262)
                         -------------------------------------            --------
                           1,236      (15)        -     10,301              11,522
                         -------------------------------------            --------
                           1,363        1         -     10,401              11,765
                         =====================================            ========

GRAN TIERRA ENERGY, INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Six-Month Period Ended June 30, 2005
(Unaudited)
(thousands of US dollars, except for per share amounts)
-------------------------------------------------------------------------------------
                           Gran                Palmar
                          Tierra               Largo    Pro forma   Note  Pro forma
                          Energy   Goldstrike Property  Adjustments Ref  Consolidated
                         ------------------------------------------------------------

REVENUE
  Oil and natural gas
revenue                        -        -     2,066          -               2,066
  Royalties                    -        -      (259)         -                (259)
                         -------------------------------------            --------
                               -        -     1,807          -               1,807
                         -------------------------------------            --------

EXPENSES
  Operating                    -        -       838          -                 838
  General and
  administrative             260       22         -          -                 282
  Depletion,
    depreciation and
    accretion                  2        -         -        457     3a          459
                         -------------------------------------            --------
                             262       22       838        457               1,579
                         -------------------------------------            --------

Earnings (loss) before
  income taxes              (262)     (22)      969       (457)                228

Provision for income
taxes                          -        -         -        179     3b          179
                         -------------------------------------            --------

NET EARNINGS (LOSS)
  FOR THE PERIOD            (262)     (22)      969       (636)                 49
                         =====================================            ========

Basic and Diluted
  Earnings (Loss) Per
  Share                    (0.10)   (0.01)        -          -      5         0.00
                         =====================================            ========

GRAN TIERRA ENERGY, INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2004
(Unaudited)
(thousands of US dollars, except for per share amounts)
-------------------------------------------------------------------------------------
                           Gran                Palmar
                          Tierra               Largo    Pro forma   Note  Pro forma
                          Energy   Goldstrike Property  Adjustments Ref  Consolidated
                         ------------------------------------------------------------
REVENUE
Oil and natural gas
revenue                        -        -     4,703          -               4,703
Royalties                      -        -      (493)         -                (493)
                         -------------------------------------            --------
                               -        -     4,210          -               4,210
                         -------------------------------------            --------

EXPENSES
Operating expenses             -        -     1,424          -               1,424
General and
administrative                 -        5         -          -                   5
Depletion, depreciation
  and accretion                -        -         -      1,011     3a        1,011
                         -------------------------------------            --------
                               -        5     1,424      1,011               2,440
                         -------------------------------------            --------

Earnings (loss) before
  income taxes                 -       (5)    2,786     (1,011)              1,770

Provision for income
taxes                          -        -         -        620      3b         620
                         -------------------------------------            --------

NET EARNINGS (LOSS)
  FOR THE PERIOD               -       (5)    2,786     (1,631)              1,150
                         =====================================            ========

Basic and Diluted
  Earnings (Loss) Per
  Share                        -    (0.00)        -          -      5         0.03
                         =====================================            ========

GRAN TIERRA ENERGY, INC. 1
Notes to the Pro forma Consolidated Financial Statements

As at June 30, 2005 and for Six-Month Period Ended June 30, 2005 and the Year Ended December 31, 2004
(Unaudited)
(Tabular amounts expressed in thousands of US dollars)

1. BASIS OF PRESENTATION

These pro forma consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and Gran Tierra Energy's accounting policies, as disclosed in Note 2 of the audited financial statements of Gran Tierra Energy for the period ended June 30, 2005.

The pro forma consolidated financial statements are based on the estimates and assumptions included in these notes and include all adjustments necessary for the fair presentation of the transactions in accordance with GAAP. The purchase price allocation is preliminary and is based on management's best estimate of the fair values of the assets acquired and liabilities assumed. The purchase price allocation will be completed once all final adjustments have been identified and the asset and liability valuations have been finalized.

These pro forma consolidated financial statements are not intended to reflect results from operations or the financial position which would have actually resulted had the acquisition been effected on the dates indicated. These pro forma statements do not include any cost savings or other synergies that may result from the transaction. Moreover, these pro forma statements are not intended to be indicative of the results of operations or financial position which may be obtained in the future.

2. PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED BALANCE SHEET

The following adjustments have been made as at June 30, 2005 to reflect the transactions described above, as if these transactions occurred on June 30, 2005 for purposes of the pro forma consolidated balance sheet.

a. Sale of common stock and warrants of Goldstrike for net proceeds of $10,301,000 after issue costs of $52,000.

b. Acquisition of the Palmar Largo Property by Gran Tierra Energy for approximately $7,000,000 (see note 4).

c. Exchange of common shares of Gran Tierra Energy for Common Stock or Exchangeable Shares resulting in the acquisition of Goldstrike by Gran Tierra Energy, accounted for as a reverse takeover, and consummation of the merger. As all of the assets and liabilities are being carved out of Goldstrike prior to the merger, there are no pro forma adjustments required for the reverse takeover of Goldstrike by Gran Tierra Energy.

d. Repayment of the related party loan to Goldstrike in the amount of $10,000.

GRAN TIERRA ENERGY, INC. 2
Notes to the Pro forma Consolidated Financial Statements

As at June 30, 2005 and for Six-Month Period Ended June 30, 2005 and the Year Ended December 31, 2004
(Unaudited)
(Tabular amounts expressed in thousands of US dollars)

3. PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED STATEMENTS OF OPERATIONS

The following adjustments have been made to reflect the transactions described above, as if the transactions occurred on January 1, 2004 for purposes of the pro forma consolidated statements of operations for the six-month period ended June 30, 2005 and the year ended December 31, 2004.

a. Depreciation, depletion and accretion ("DD&A") expense has been adjusted to reflect the additional depletion on the Palmar Largo Property and the accretion of asset retirement obligations acquired.

b. The provision for income taxes has been adjusted to account for the tax effects of operating income from the Palmar Largo Property and DD&A.

4. PURCHASE PRICE ALLOCATION

The total purchase price has been allocated on a preliminary basis to the Palmar Largo Property based on their estimated fair values.

These fair values are based on management's estimates and are subject to change once the final valuations have been completed. The following is the preliminary allocation of the purchase price:

                                                        -----------
                                                             $
                                                        -----------
      Cash paid                                            7,000
                                                        ===========

      Purchase price allocated
        Oil and natural gas properties                     7,110
        Asset retirement obligations                        (110)
                                                        -----------
                                                           7,000
                                                        ===========

5.    BASIC AND DILUTED EARNINGS PER SHARE

Basic and diluted earnings per share are calculated using 42,191,873 shares of common stock.

--------------------------------------------------------------------------------
                                               Incorporated by Reference to
Exhibit No. Description                        Filings Indicated
----------- -----------                        -----------------
--------------------------------------------------------------------------------
3.1         Articles of Incorporation          Exhibit 3.1 to Company's Annual
                                               Report on Form 10-KSB filed on
                                               March 24, 2005
--------------------------------------------------------------------------------
3.2         Certificate Amending Articles of   Exhibit 3.2 to Company's Annual
            Incorporation                      Report on Form 10-KSB filed on
                                                                  March 24, 2005
--------------------------------------------------------------------------------
3.3         Bylaws                             Exhibit 3.3 to Company's Annual
                                               Report on Form 10-KSB filed on
                                               March 24, 2005
--------------------------------------------------------------------------------
3.4         Certificate Amending Articles of
            Incorporation*
--------------------------------------------------------------------------------
10.1        Share Purchase Agreement*
--------------------------------------------------------------------------------
10.2        Assignment Agreement*
--------------------------------------------------------------------------------
10.3        Voting Exchange and Support
            Agreement*
--------------------------------------------------------------------------------
10.4        Split Off Agreement*
--------------------------------------------------------------------------------
10.5        Employment Agreement between the
            Company and Dana Coffield*
--------------------------------------------------------------------------------
10.6        Employment Agreement between the
            Company and James Hart*
--------------------------------------------------------------------------------
10.7        Employment Agreement between the
            Company and Max Wei*
--------------------------------------------------------------------------------
10.8        Employment Agreement between the
            Company and Rafael Orunesu*
--------------------------------------------------------------------------------
10.9        Form of Indemnity Agreement*
--------------------------------------------------------------------------------
10.10       Mineral Property Sale Agreement    Exhibit 10.1 to Company's
            dated June 30, 2003                Annual Report on Form 10-KSB
                                               filed on March 24, 2005
--------------------------------------------------------------------------------
10.11       2005 Equity Incentive Plan*
--------------------------------------------------------------------------------

----------------

* filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Gran Tierra Energy, Inc.

By: /s/ James Hart
    ------------------------------
Name: James Hart
Title: Chief Financial Officer

Date:  November 10, 2005

EXHIBIT INDEX

--------------------------------------------------------------------------------
                                               Incorporated by Reference to
Exhibit No. Description                        Filings Indicated
----------- -----------                        -----------------
--------------------------------------------------------------------------------
3.1         Articles of Incorporation          Exhibit 3.1 to Company's Annual
                                               Report on Form 10-KSB filed on
                                               March 24, 2005
--------------------------------------------------------------------------------
3.2         Certificate Amending Articles of   Exhibit 3.2 to Company's Annual
            Incorporation                      Report on Form 10-KSB filed on
                                                                  March 24, 2005
--------------------------------------------------------------------------------
3.3         Bylaws                             Exhibit 3.3 to Company's Annual
                                               Report on Form 10-KSB filed on
                                               March 24, 2005
--------------------------------------------------------------------------------
3.4         Certificate Amending Articles of
            Incorporation*
--------------------------------------------------------------------------------
10.1        Share Purchase Agreement*
--------------------------------------------------------------------------------
10.2        Assignment Agreement*
--------------------------------------------------------------------------------
10.3        Voting Exchange and Support
            Agreement*
--------------------------------------------------------------------------------
10.4        Split Off Agreement*
--------------------------------------------------------------------------------
10.5        Employment Agreement between the
            Company and Dana Coffield*
--------------------------------------------------------------------------------
10.6        Employment Agreement between the
            Company and James Hart*
--------------------------------------------------------------------------------
10.7        Employment Agreement between the
            Company and Max Wei*
--------------------------------------------------------------------------------
10.8        Employment Agreement between the
            Company and Rafael Orunesu*
--------------------------------------------------------------------------------
10.9        Form of Indemnity Agreement*
--------------------------------------------------------------------------------
10.10       Mineral Property Sale Agreement    Exhibit 10.1 to Company's
            dated June 30, 2003                Annual Report on Form 10-KSB
                                               filed on March 24, 2005
--------------------------------------------------------------------------------
10.11       2005 Equity Incentive Plan*
--------------------------------------------------------------------------------

----------------

* filed herewith

GOLDSTRIKE INC.
(the "Purchaser")

and

GRAN TIERRA ENERGY INC.
(the "Corporation")

and

The Parties set out in Schedule "A"
(collectively, the "Vendors")

SHARE PURCHASE AGREEMENT

November 10, 2005

Execution Copy

                                TABLE OF CONTENTS

                                    ARTICLE 1
                                 INTERPRETATION

Section 1.1    Defined Terms...................................................1
Section 1.2    Gender and Number...............................................8
Section 1.3    Headings, etc...................................................8
Section 1.4    Currency........................................................8
Section 1.5    Certain Phrases, etc............................................8
Section 1.6    Knowledge.......................................................9
Section 1.7    Accounting Terms................................................9
Section 1.8    Incorporation of Schedules......................................9

                                    ARTICLE 2
                       PURCHASED SHARES AND PURCHASE PRICE

Section 2.1    Purchase and Sale...............................................9
Section 2.2    Purchase Price..................................................9
Section 2.3    Partial Purchase...............................................10
Section 2.4    Payment of the Purchase Price..................................10
Section 2.5    Adjustment of Purchase Price...................................11
Section 2.6    Withholding Where Vendor is Non-Resident.......................12

                                    ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Section 3.1    Representations and Warranties of the Vendors..................13
Section 3.2    Representations and Warranties of the Corporation..............14

                                    ARTICLE 4
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1    Representations and Warranties of the Purchaser................25

                                    ARTICLE 5
                      PRE-CLOSING COVENANTS OF THE PARTIES

Section 5.1    Conduct of Business Prior to Closing...........................40
Section 5.2    Access for Due Diligence.......................................42
Section 5.3    Actions to Satisfy Closing Conditions..........................43
Section 5.4    Transfer of the Purchased Shares...............................43
Section 5.5    Request for Consents...........................................44
Section 5.6    Filings and Authorizations.....................................44
Section 5.7    Notice of Untrue Representation or Warranty....................44
Section 5.8    Exclusive Dealing..............................................44

                                    ARTICLE 6
                              CONDITIONS OF CLOSING

Section 6.1    Conditions for the Benefit of the Purchaser....................45
Section 6.2    Conditions for the Benefit of the Vendors and the Corporation..47
Section 6.3    Conditions Precedent...........................................49

                                    ARTICLE 7
                                     CLOSING

Section 7.1    Date, Time and Place of Closing................................49
Section 7.2    Closing Procedures.............................................49

                                    ARTICLE 8
                                   TERMINATION

Section 8.1    Termination by Purchaser.......................................49
Section 8.2    Termination by Vendors.........................................50
Section 8.3    Other Termination Rights.......................................50
Section 8.4    Effect of Termination..........................................50

                                    ARTICLE 9
                                 INDEMNIFICATION

Section 9.1    Indemnification in Favour of the Purchaser.....................51
Section 9.2    Indemnification in Favour of the Vendor........................52
Section 9.3    Time Limitations...............................................52
Section 9.4    Limitations on Amount..........................................52
Section 9.5    Procedure for Indemnification--Third Party Claims..............52
Section 9.6    Procedure for Indemnification--Other Claims....................54

                                   ARTICLE 10
                             POST-CLOSING COVENANTS

Section 10.1   Further Assurances.............................................54

                                   ARTICLE 11
                                  MISCELLANEOUS

Section 11.1   Notices........................................................55
Section 11.2   Brokers........................................................57
Section 11.3   Announcements..................................................57
Section 11.4   Third Party Beneficiaries......................................58
Section 11.5   Expenses.......................................................58
Section 11.6   Amendments.....................................................58
Section 11.7   Waiver.........................................................58
Section 11.8   Non-Merger.....................................................58
Section 11.9   Entire Agreement...............................................59
Section 11.10  Successors and Assigns.........................................59
Section 11.11  Severability...................................................59
Section 11.12  Tax Election...................................................60
Section 11.13  Governing Law..................................................60
Section 11.14  Counterparts...................................................60

-2-

SHARE PURCHASE AGREEMENT

Share Purchase Agreement dated as of November 10, 2005 among Goldstrike Inc. (the "Purchaser"), Gran Tierra Energy Inc. (the "Corporation") and the Parties set out in Schedule "A" (the "Vendors"), pursuant to which the Purchaser will acquire all issued and outstanding shares in the capital of Gran Tierra Energy Inc. in exchange for common shares of Goldstrike and Exchangeable Shares (as defined herein).

WHEREAS the Purchaser and Gran Tierra have agreed upon the terms and conditions of a share purchase (the "Share Purchase") and related transactions (collectively the "Transactions"), pursuant to which, among other things, the Purchaser will acquire all of the issued and outstanding share capital of Gran Tierra, and Gran Tierra will become a wholly-owned subsidiary of the Purchaser, as contemplated in a term sheet dated August 22, 2005 (the "Term Sheet"); and

WHEREAS simultaneously with the closing of the Transaction, the Purchaser intends to split-off its wholly-owned subsidiary, Goldstrike Leaseco Inc., a Nevada corporation ("Leaseco"), through the sale of all of the outstanding capital stock of Leaseco (the "Split-off") upon the terms and conditions of a split-off agreement by and among the Purchaser, Dr. Ken Cai and Dr. Yanyou Zheng (collectively "Buyer") substantially in the form of Exhibit B attached hereto
(the "Split-Off Agreement")

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

ARTICLE 1
INTERPRETATION

Section 1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings:

"Accounts Receivable" means all accounts receivable, notes receivable and other debts due or accruing due to the Corporation.

"Acquired Properties" means the oil and gas leasehold working interests acquired by the Corporation in connection with the Argentine Acquisition.

"Affiliate" has the meaning specified in Section 4.1(p)(iii).

"Agreement" means this share purchase agreement and all schedules and instruments in amendment or confirmation of it; and the expressions "Article" and "Section" followed by a number mean and refer to the specified Article or Section of this Agreement.

"Ancillary Agreements" means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

"Argentine Acquisition" means the transactions, consummated on September 1, 2005, pursuant to which the Corporation acquired certain Argentine oil and gas working interests.

"Assets" means all property and assets of the Corporation of every nature and kind and wheresoever situate including (i) the Owned Properties and the Buildings and Fixtures located thereon, (ii) all machinery, equipment, furniture, accessories and supplies of all kinds, (iii) all inventories,
(iv) all Accounts Receivable and the full benefit of all security for the Accounts Receivable, (v) all prepaid expenses, (vi) the leasehold interest of the Corporation in and to the Leased Properties, (vii) the Intellectual Property, (viii) the Contracts and the Leases, and (ix) the Books and Records and the Corporate Records.

"Authorization" means, with respect to any Person, any order, permit, approval, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

"Books and Records" means all books of account, tax records, sales and purchase records, customer and supplier lists, computer software, formulae, business reports, plans and projections and all other documents, files, correspondence and other information of the Corporation (whether in written, printed, electronic or computer printout form).

"Bridge Loan" means the loan by the Purchaser to the Corporation for the purpose of financing the Argentine Acquisition.

"Bridge Loan Agreement" means the bridge loan and control share pledge agreement made September 1, 2005 between the Purchaser and the Corporation pursuant to which the Purchaser made the Bridge Loan.

"Buildings and Fixtures" means all plant, buildings, structures, erections, improvements, appurtenances and fixtures (including fixed machinery and fixed equipment) situate on any of the Subject Properties.

"Business" means the business of the Corporation and any subsidiary of the Corporation, being the exploration for and development of international oil and gas opportunities initially in Argentina.

-2-

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which banks are required or authorized to close in Calgary, Alberta.

"CallCo" means a corporation to be incorporated under the laws of Alberta which will be wholly-owned, directly or indirectly, by Purchaser.

"Claims" has the meaning specified in Section 2.5.

"Closing" means the completion of the transaction of purchase and sale contemplated in this Agreement.

"Closing Date" means on or about November 10, 2005 or such other date as the Purchaser and the Corporation may agree provided that the Closing Date shall not be later than December 31, 2005.

"Consideration Shares" has the meaning specified in Section 2.2.

"Code" means the Internal Revenue Code of 1986, as amended.

"Collective Agreements" means the collective agreements binding the Corporation and all related documents including letters of understanding, letters of intent and other written communications with bargaining agents for employees of the Corporation, which impose any obligations upon the Corporation.

"Consent" means the consent of a contracting party to a change in control of the Corporation if required by the terms of any Contract.

"Contracts" means all agreements to which the Corporation is a party including all contracts, leases of personal property and commitments of any nature, written or oral, including (i) unfilled purchase orders received by the Corporation, (ii) forward commitments by the Corporation for supplies or materials entered into the Ordinary Course, (iii) restrictive agreements and negative covenant agreements which the Corporation has with its employees, past or present, and (iv) the Material Contracts.

"Corporation" means Gran Tierra Energy Inc. and its subsidiaries.

"Corporate Records" means the corporate records of the Corporation, including (i) all constating documents and by-laws, (ii) all minutes of meetings and resolutions of shareholders and directors (and any committees), and (iii) the share certificate books, securities register, register of transfers and register of directors.

"Damages" has the meaning specified in Section 9.1.

-3-

"Employee Benefit Plan" has the meaning specified in Section 4.1(bb)(i)(A).

"Employee Plans" means all the employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to the current or former employees, officers or directors of the Corporation maintained, sponsored or funded by the Corporation, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered.

"Environmental Laws" means all applicable Laws and agreements with Governmental Entities and all other statutory requirements relating to public health or the protection of the environment and all Authorizations issued pursuant to such Laws, agreements or statutory requirements.

"ERISA" has the meaning specified in Section 4.1(bb)(i)(B).

"ERISA Affiliate" has the meaning specified in Section 4.1(bb)(i)(C).

"Exchangeable Shares" means the exchangeable shares to be created in the capital of ExchangeCo, having substantially the rights, privileges, restrictions and conditions set out in Schedule "D" annexed hereto.

"Exchange Act" means the Securities Exchange Act of 1934.

"ExchangeCo" means a corporation to be incorporated by CallCo under the laws of Alberta which will be an indirectly, wholly-owned subsidiary of the Purchaser and which will issue the Exchangeable Shares.

"from" has the meaning specified in Section 1.5.

"GAAP" means, at any time, accounting principles generally accepted in the United States as established by the Financial Accounting Standards Board at the relevant time applied on a consistent basis.

"Goldstrike Shares" means shares of common stock, $0.001 par value per share of the Purchaser.

"Governmental Entity" means any (i) multinational, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

-4-

"including" has the meaning specified in Section 1.5.

"includes" has the meaning specified in Section 1.5.

"Indemnified Party" has the meaning specified in Section 9.5(1).

"Indemnifying Party" has the meaning specified in Section 9.5(1).

"Intellectual Property" means (i) any trade marks, trade names, business names, brand names, service marks, computer software, computer programs, pharmaceutical treatments or drug therapies, copyrights, including any author or moral rights, designs, inventions, patents, franchises, formulae, processes, know-how, technology and related goodwill, (ii) any applications, registrations, issued patents, continuations in part, divisional applications or analogous rights or licence rights therefor, and (iii) other intellectual, industrial or proprietary property, owned or used by the Corporation.

"Interim Balance Sheet Date" means June 30, 2005.

"Interim Financial Statements" means the unaudited balance sheet of the Corporation as at the Interim Balance Sheet Date and the accompanying unaudited statement of income of the Corporation and the Acquired Properties for the six-month period then ended and all notes in respect thereof. The Interim Financial Statements shall be audited, in the case of the Corporation, and unaudited, in the case of the Acquired Properties.

"Interim Period" means the period between the close of business on this date and the Closing.

"Issued Shares" has the meaning specified in Section 2.2.

"Laws" means any and all applicable laws including all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, and general principles of common and civil law and equity, binding on or affecting the Person referred to in the context in which the word is used.

"Leaseco" has the meaning specified in the introduction to this Agreement.

"Leased Properties" means the lands and premises listed and described in Schedule 3.2(r) attached hereto by reference to their proper municipal address and legal description.

"Leases" means the leases of the Leased Properties described in Schedule 3.2(r) attached hereto.

-5-

"Legal Proceeding" has the meaning specified in Section 3.2(gg).

"Lien" means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition which, in substance, secures payment or performance of an obligation.

"Loss" has the meaning specified in Section 2.5.

"Material Authorizations" has the meaning specified in Section 3.2(l).

"Material Contracts" has the meaning specified in Section 3.2(s).

"Option Plan" has the meaning specified in Section 3.2(ee).

"Ordinary Course" means, with respect to an action taken by a Person, that such action is consistent with the past practices of the Person and is taken in the ordinary course of the normal day-to-day operations of the Person.

"Owned Properties" means any land and premises owned, legally or beneficially, by the Corporation.

"Parties" means the Vendors, the Purchaser and Gran Tierra and any other Person who may become a party to this Agreement.

"Permitted Liens" means (i) Liens for taxes, assessments or governmental charges or levies on property not yet due and delinquent, (ii) easements, encroachments and other minor imperfections of title which do not, individually or in the aggregate, materially detract from the value of or impair the use or marketability of any real property, (iii) Liens in favour of the Purchaser incurred in connection with the Bridge Loan and
(iv) Liens listed and described in Schedule "C" but only to the extent such Liens conform to their description in Schedule "C".

"Person" means a natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

"PPO" means the private placement offering of units of securities conducted by the Purchaser in August and September of 2005, the proceeds of which were utilized to fund the Bridge Loan and the Argentine Acquisition.

"Proceeding" has the meaning specified in Section 9.5(2).

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"Public Statement" has the meaning specified in Section 11.3.

"Purchase Price" has the meaning specified in Section 2.2.

"Purchased Shares" has the meaning specified in Section 2.1.

"Purchaser" means Goldstrike Inc., and its subsidiaries.

"Purchaser Financial Statements" has the meaning specified in Section 4.1(q).

"Purchaser's Indemnified Persons" has the meaning specified in Section 9.1.

"Purchaser Interim Balance Sheet" has the meaning specified in Section 4.1(q).

"Purchaser Interim Balance Sheet Date" has the meaning specified in
Section 4.1(q).

"Purchaser Liabilities" has the meaning specified in Section 2.5.

"Purchaser Material Adverse Effect" has the meaning specified in Section 4.1(p)(i).

"Purchaser Reports" has the meaning specified in Section 4.1(o).

"Required Consents" means those Consents and Authorizations listed and described in Schedule 6.1(c) attached hereto.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means Securities Act of 1933, as amended.

"Split-off" has the meaning specified in the introduction to this Agreement.

"Subject Properties" means the Owned Properties and the Leased Properties.

"Subsidiary" has the meaning specified in the Business Corporations Act (Alberta) as amended.

"Taxes" has the meaning specified in Section 4.1(t)(i)(A).

"Tax Returns" has the meaning specified in Section 4.1(t)(i)(B).

"Term Sheet" has the meaning specified in the introduction to this Agreement.

"the aggregate of" has the meaning specified in Section 1.5.

"the sum of" has the meaning specified in Section 1.5.

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"the total of" has the meaning specified in Section 1.5.

"to" has the meaning specified in Section 1.5.

"Transactions" has the meaning specified in the introduction to this Agreement.

"Trustee" means Olympia Trust Company or such other person as may be acceptable to the parties hereto.

"until" has the meaning specified in Section 1.5.

"Value of one Goldstrike Share" means $0.80.

"Vendors" means the parties set out in Schedule "A" attached hereto and "Vendor" means any one of such parties.

"Vendor's Indemnified Persons" has the meaning specified in Section 9.2.

"Voting Exchange and Support Agreement" means an agreement to be made by the Purchaser, the Corporation and the Trustee, substantially in the form and content of Schedule "F" annexed hereto, with such changes as the parties may agree.

"Year-End Financial Statements" has the meaning specified in Section 3.2(z).

Section 1.2 Gender and Number

Any reference in this Agreement or any Ancillary Agreement to gender includes all genders and words importing the singular number only shall include the plural and vice versa.

Section 1.3 Headings, etc.

The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect its interpretation.

Section 1.4 Currency

All references in this Agreement or any Ancillary Agreement to dollars, unless otherwise specifically indicated, are expressed in U.S. currency.

Section 1.5 Certain Phrases, etc.

In this Agreement and any Ancillary Agreement (i) (y) the words "including" and "includes" mean "including (or includes) without limitation", and (z) the phrase "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of", and (ii) in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding".

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Section 1.6 Knowledge

Where any representation or warranty contained in this Agreement or any Ancillary Agreement is expressly qualified by reference to the knowledge of the Corporation, it shall be deemed to refer to the knowledge of the responsible officers of the Corporation having made due enquiry as necessary as to the matters that are the subject of the representations and warranties.

Section 1.7 Accounting Terms

All accounting terms not specifically defined in this Agreement shall be interpreted in accordance with GAAP.

Section 1.8 Incorporation of Schedules

The schedules attached to this Agreement shall, for all purposes of this Agreement, form an integral part of it.

ARTICLE 2
PURCHASED SHARES AND PURCHASE PRICE

Section 2.1 Purchase and Sale

Subject to the terms and conditions of this Agreement, each Vendor agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase on the Closing Date, all (but not less than all) of that number of common shares in the capital of the Corporation as is set out opposite that Vendor's name in Schedule "A" attached hereto (collectively, the "Purchased Shares").

Section 2.2 Purchase Price

The purchase price (the "Purchase Price") payable by the Purchaser to the Vendors for each Purchased Share shall be payable at Closing at the election of each Vendor as follows:

(a) the issuance of 1.5873016 Goldstrike Shares (the "Consideration Shares"); or

(b) the issuance of 1.5873016 Exchangeable Shares (together with the Consideration Shares the "Issued Shares").

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The Purchase Price shall be paid to the Vendors in the amounts set opposite their respective names on Schedule "A" attached hereto.

Section 2.3 Partial Purchase

The Purchaser shall not be obligated to complete the purchase of any of the Purchased Shares unless the purchase of not less than 90% of the Purchased Shares is completed simultaneously and the Purchaser or its Subsidiary has the right to acquire all remaining Purchased Shares under the Business Corporations Act (Alberta).

Section 2.4 Payment of the Purchase Price

(a) At the Closing, the Purchaser shall pay the Purchase Price before any adjustments to the Vendors according to the amounts set out on Schedule "A" attached hereto provided that Exchangeable Shares shall be issued to those Vendors who have elected to receive Exchangeable Shares and Consideration Shares shall be issued to those Vendors who have elected to receive Goldstrike Shares and where no election has been made, shareholders resident in Canada shall be deemed to have elected to receive Exchangeable Shares and shareholders resident in a jurisdiction other than Canada shall be deemed to have elected to receive Goldstrike Shares;

(b) The Vendors agree that the Issued Shares shall be legended with restrictions on resale as set forth in accordance with the following legend:

"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE UNITED STATES EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION
4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS."

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and each of the Vendors hereby undertakes to trade in the Issued Shares only in compliance with the foregoing legend and the various dates specified therein except in the circumstance of a Goldstrike Control Transaction as defined in Schedule "D" of this Agreement.

Section 2.5 Adjustment of Purchase Price

(1) In the event that, during the period commencing from the Closing Date and ending on the second anniversary of the Closing Date:

(a) the Purchaser incurs any Loss with respect to, in connection with, or arising from any Purchaser Liabilities, then promptly following the filing by the Purchaser with the Securities and Exchange Commission (the "SEC") of a quarterly report relating to the most recent completed quarter for which such determination has been made, the Purchaser shall issue to the Vendors and/or their designees such number of Goldstrike Shares and Exchangeable Shares as would result from dividing (x) the whole dollar amount representing such Loss by
(y) the Value of one Goldstike Share. The limit on the aggregate number of Issued Shares issuable under this section shall be 2,000,000 shares;

(b) the Purchaser incurs any Loss with respect to, in connection with, or arising from any Corporation Liabilities, then promptly following the filing by the Purchaser with the SEC of a quarterly report relating to the most recently completed quarter for which such determination has been made, the Purchaser shall issue to the shareholders of the Purchaser other than shareholders who are Vendors or shareholders who acquired Goldstrike Shares from Vendors, such number of Goldstrike Shares as would result from dividing (q) the whole dollar amount representing such Loss by (r) the Value of one Goldstike Share. The limit on the aggregate number of Goldstrike Shares issuable under this section shall be 1,500,000 shares. In no event will shares be issued to holders of Exchangeable Shares.

As used in this section:

(a) "Loss" shall mean any and all costs and expenses, including reasonable attorneys' fees, court costs, reasonable accountants' fees, and damages and losses, net of any insurance proceeds actually received by the party suffering the Loss with respect thereto;

(b) "Claims" shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened);

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(c) "Purchaser Liabilities" shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever of Leasco, whenever accruing, and the Purchaser accruing on or before the Closing Date (whether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including (i) any breach by the Purchaser or its subsidiaries of any of their respective representations or warranties set forth in Article 4 herein, (ii) any litigation threatened, pending or for which a basis exists that has resulted or may result in the entry of judgment in damages or otherwise against the Purchaser or its subsidiary; (iii) any and all outstanding debts owed by the Purchaser or its subsidiary; (iv) any and all internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (v) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Purchaser or its subsidiaries, as such Liabilities are determined by the Purchaser's independent auditors, on a quarterly basis, including all Liabilities for any taxes incurred by the Purchaser attributable to the Split-Off, and (vi) all fees and expenses incurred in connection with effecting the adjustments contemplated by this section.

(d) "Corporation Liabilities" shall mean all Claims against and liabilities, obligations or indebtedness of any nature of the Corporation accruing on or before the Closing Date (whether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), arising from any breach by the Corporation or its subsidiaries of any of their respective representations or warranties set forth in Article 3 herein.

The Goldstrike Shares and Exchangeable Shares issued pursuant to Section 2.5(1)(a) shall be issued to each Vendor in the same proportion as to Goldstrike Shares and Exchangeable Shares originally issued to such Vendor.

Section 2.6 Withholding Where Vendor is Non-Resident

Where a Vendor is a non-resident person for purposes of Section 116 of the Income Tax Act (Canada), if (i) a certificate pursuant to Section 116(2) of the Income Tax Act (Canada) with a certificate limit not less than the Purchase Price or (ii) a certificate pursuant to Section 116(4) of the Income Tax Act (Canada) is not delivered to the Purchaser at or before the Closing, the Purchaser shall be entitled to withhold from such Vendor 25% of the Issued Shares set opposite the Vendor's name on Schedule "A" until such time as a certificate is delivered or such Vendor delivers sufficient cash to the Purchaser to enable the Purchaser to pay the applicable withholding amount.

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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Section 3.1 Representations and Warranties of the Vendors

The Vendors hereby severally and not jointly represent and warrant as follows to the Purchaser and acknowledge and confirm that the Purchaser is relying upon the representations and warranties in connection with the purchase by the Purchaser of the Purchased Shares:

(a) Incorporation and Qualification. Where a vendor is a body corporate, such Vendor is a corporation incorporated, organized and existing under the laws of its jurisdiction of formation and has the corporate power to perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party;

(b) Execution and Binding Obligation. This Agreement has been duly executed and delivered by such Vendor and constitutes a legal, valid and binding obligations of such Vendor, enforceable against such Person in accordance with its terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other laws of general application affecting the enforcement of creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;

(c) No Other Agreements to Purchase. Except for the Purchaser's right under this Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for the purchase or acquisition from such Vendor of any of the Purchased Shares;

(d) Title to Purchased Shares. Such Vendor owns the Purchased Shares as disclosed in Schedule "A" attached hereto as the registered and beneficial owner (except as set out on Schedule "A" attached hereto where such Vendor has beneficial title only) with a good title, free and clear of all Liens other than those restrictions on transfer, if any, contained in the articles of the Corporation. Upon completion of the transaction contemplated by this Agreement, the Purchaser will have good and valid title to the Purchased Shares, free and clear of all Liens other than (i) those restrictions on transfer, if any, contained in the articles of the Corporation, and (ii) Liens granted by the Purchaser;

(e) Residence of the Vendor. The Vendor is a resident of the jurisdiction set out in Schedule A within the meaning of the Income Tax Act (Canada).

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Section 3.2 Representations and Warranties of the Corporation

The Corporation hereby represents and warrants as follows to the Purchaser and acknowledges and confirms that the Purchaser is relying upon the representations and warranties in connection with the purchase by the Purchaser of the Purchased Shares.

Corporate Matters

(a) Incorporation and Qualification. The Corporation is a corporation incorporated, organized and existing under the laws of Alberta and has the corporate power to perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party. The Corporation has the corporate power to own and operate its property, carry on its business and perform its obligation under each of the Ancillary Agreements and is duly qualified, licensed or registered to carry on business in the jurisdictions listed in Schedule 3.2(a) attached hereto. The jurisdictions listed in Schedule 3.2(a) attached hereto include all jurisdictions in which the nature of the Assets or the Business makes such qualification necessary or where the Corporation owns or leases any material Assets or conducts any material business;

(b) Validity of Agreement. The execution, delivery and performance by the Corporation of this Agreement and each of the Ancillary Agreements:

(i) have been duly authorized by all necessary corporate action on the part of the Corporation;

(ii) do not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or a violation of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of its constating documents or by-laws or any contracts or instruments to which it is a party or pursuant to which any of its assets or property may be materially adversely affected;

(iii) will not result in a breach of, or cause the termination or revocation of, any Authorization held by the Corporation or necessary to the ownership of the Purchased Shares or the operation of the Business; and (iv) will not result in the violation of any Law;

(c) Required Authorizations. There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement, except for the filings, notifications and Authorizations described in Schedule 3.2(c) attached hereto or that relate solely to the identity of the Purchaser or the nature of the business carried on by the Purchaser;

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(d) Execution and Binding Obligation. This Agreement and each of the Ancillary Agreements to which the Corporation is a party have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other laws of general application affecting the enforcement of creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;

(e) Authorized and Issued Capital. The authorized capital of the Corporation consists of an unlimited number of preference shares and an unlimited number of common shares, of which (i) at this date, no preference shares and 12,600,000 common shares without giving effect to the common shares held as collateral as security for the Bridge Loan have been duly issued and are outstanding as fully paid and non-assessable common shares and no options to acquire common shares of the Corporation have been issued; and (ii) at the Closing Date, no preference shares and 12,600,000 common shares (and no more), and without giving effect to the common shares held as collateral as security for the Bridge Loan) shall have been duly issued and shall be outstanding as fully paid and non-assessable and no other securities shall be outstanding. All of the Purchased Shares have been issued in compliance with all applicable Laws including, without limitation, applicable securities laws;

(f) No Other Agreements to Purchase. To the Corporation's knowledge, except for the Purchaser's right under this Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from any of the Vendors of any of the Purchased Shares, or (ii) the purchase, subscription, allotment or issuance of any of the unissued shares or other securities of the Corporation.

(g) Dividends and Distributions. The Corporation has not, directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of its shares of any class and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares of any class or agreed to do so;

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(h) Corporate Records. The Corporate Records are complete and accurate in all material respects and all necessary corporate proceedings and actions reflected in the Corporate Records have been conducted or taken in compliance with all applicable Laws and with the articles and by-laws of the Corporation. Without limiting the generality of the foregoing (i) the minute books contain all material minutes of all meetings of the directors and shareholders held since incorporation and all such meetings were properly called and held,
(ii) the minute books contain all material resolutions passed by the directors and shareholders (and committees, if any) and all such resolutions were properly passed, (iii) the share certificate books, register of shareholders and register of transfers are complete and accurate, all transfers have been properly completed and approved and any tax payable by the Corporation in connection with the transfer of any securities has been paid, and (iv) the registers of directors and officers are complete and accurate and all former and present directors and officers were properly elected or appointed, as the case may be. The Corporation is not currently subject to, or affected by, any unanimous shareholders agreement;

General Matters Relating to the Business

(i) Conduct of Business in Ordinary Course. Except as disclosed in Schedule 3.2(i) attached hereto, since the Interim Balance Sheet Date, the Business has been carried on in the Ordinary Course. Without limiting the generality of the foregoing, since the Interim Balance Sheet Date the Corporation has not:

(i) sold, transferred or otherwise disposed of any Assets;

(ii) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $100,000, except in connection with the Argentine Acquisition;

(iii) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $100,000;

(iv) increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person other than indebtedness incurred pursuant to the Bridge Loan;

(v) made any bonus or profit sharing distribution or similar payment of any kind except as may be required by the terms of a Material Contract or Collective Agreement;

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(vi) removed any auditor or director or terminated any officer or other senior employee;

(vii) written off as uncollectible any Accounts Receivable which individually or in the aggregate is material to the Corporation or is in excess of $100,000;

(viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Corporation except as may be required by the terms of a Material Contract or Collective Agreement;

(ix) suffered any extraordinary loss, whether or not covered by insurance;

(x) suffered any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services;

(xi) cancelled or waived any material claims or rights;

(xii) compromised or settled any litigation, proceeding or other governmental action relating to the Assets, the Business or the Corporation;

(xiii) cancelled or reduced any of its insurance coverage;

(xiv) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing;

In addition, since the Interim Balance Sheet Date the Corporation has not (i) except in connection with the transactions contemplated by this Agreement, made, and has not agreed to make, any change in any method of accounting or auditing practice, or (ii) amended or approved any amendment to its constating documents, by-laws or capital structure.

(j) No Material Adverse Change. Since the Interim Balance Sheet Date, there has not been any material adverse change in the affairs, prospects, operations or condition of the Corporation, any material assets or the Business and to the best knowledge of the Management Shareholders no event has occurred or circumstance exists which may result in such a material adverse change;

(k) Compliance with Laws. The Corporation is conducting and has always conducted the Business and any past business in compliance with all applicable Laws other than acts of non-compliance which, in the aggregate, are not material;

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(l) Authorizations. The Corporation owns, holds, possesses or lawfully uses in the operation of the Business, all Authorizations which are, in any manner, necessary for it to conduct the Business as presently or previously conducted or for the ownership and use of the Assets in compliance with all applicable Laws, except where the failure to so hold, possess or lawfully use any Authorization would not have a material adverse effect on its business. All Authorizations material to the Corporation or the Business are listed in Schedule 3.2(l) attached hereto (the "Material Authorizations"). Each Material Authorization is valid, subsisting and in good standing, the Corporation is not in default or breach of any Material Authorization and, to the knowledge of the Corporation, no proceeding is pending or threatened to revoke or limit any Material Authorization. All Material Authorizations are renewable by their terms or in the ordinary course of business without the need for the Corporation to comply with any special rules or procedures, agree to any materially different terms or conditions or pay any amounts other than routine filing fees.

Matters Relating to the Assets

(m) Sufficiency of Assets. The Business is the only business operation carried on by the Corporation and the Assets include all rights and property necessary to the conduct of the Business after the Closing substantially in the same manner as it was conducted prior to the Closing.

(n) Title to the Assets. The Corporation owns (with good title) all of the properties and Assets (whether real, personal or mixed and whether tangible or intangible) reflected as being owned by the Corporation in its financial Books and Records, and has legal and beneficial ownership of such owned Assets free and clear of all Liens except for Permitted Liens;

(o) No Options, etc. No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from the Corporation of any of the Assets and other than Permitted Liens;

(p) Condition of Tangible Assets. The buildings, plants, structures, equipment and other tangible personal property of the Corporation (including the Buildings and Fixtures) are in good operating condition and repair having regard to their use and age and are adequate and suitable for the uses to which they are presently being put. None of such buildings, plants, structures, equipment or other property are in need of maintenance or repairs except for ordinary routine maintenance and repairs that are not material in nature or cost;

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(q) Owned Property. The Corporation does not currently have and has never had any Owned Properties.

(r) Leases. The Corporation is not a party to, or under any agreement to become a party to, any lease with respect to real property other than the Leases, copies of which have been provided to the Purchaser. Each Lease is in good standing, creates a good and valid leasehold estate in the Leased Properties thereby demised and is in full force and effect without amendment, except as disclosed in Schedule 3.2(r) attached hereto. With respect to each Lease (i) the Lease (or a notice in respect of the Lease) has been properly registered in the appropriate land registry office if so required,
(ii) all rents and additional rents have been paid, (iii) no waiver, indulgence or postponement of the lessee's obligations has been granted by the lessor, (iv) there exists no event of default or event, occurrence, condition or act (including the purchase of the Purchased Shares) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default under the Lease, and (v) to the knowledge of the Corporation, all of the covenants to be performed by any party (other than the Corporation) under the Lease have been fully performed. Each of the Leased Properties is adequate and suitable for the purposes for which it is presently being used and the Corporation has adequate rights of ingress and egress into each of the Leased Properties for the operation of the Business in the Ordinary Course. Schedule 3.2(r) attached hereto contains a list of all of the Leases setting out, in respect of each Lease, a description of the leased premises (by municipal address and proper legal description), the term of the Lease, the rental payments under the Lease (specifying any breakdown of base rent and additional rents), any rights of renewal and the term thereof, and any restrictions on assignment or change of control of the Corporation;

(s) Material Contracts. Except for the Contracts described in Schedule 3.2(s) attached hereto (collectively, the "Material Contracts") and the Leases, the Corporation is not a party to or bound by:

(i) any distributor, sales, advertising, agency or manufacturer's representative Contract;

(ii) any continuing Contract for the purchase of materials, supplies, equipment or services involving in the case of any such Contract more than $100,000 over the life of the Contract;

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(iii) any Contract that expires or may be renewed at the option of any Person other than the Corporation so as to expire more than one year after the date of this Agreement;

(iv) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP;

(v) any Contract for capital expenditures in excess of $100,000 in the aggregate;

(vi) any confidentiality, secrecy or non-disclosure Contract or any Contract limiting the freedom of the Corporation to engage in any line of business, compete with any other Person, operate its assets at maximum production capacity or otherwise conduct its business other than such agreements entered into in the Ordinary Course;

(vii) any Contract pursuant to which the Corporation is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property;

(viii) any Contract with any Person with whom the Corporation or the Vendors do not deal at arm's length within the meaning of the Income Tax Act (Canada); or

(ix) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person;

(t) No Breach of Material Contracts. The Corporation has performed all of the obligations required to be performed by it and is entitled to all benefits under, and is not alleged to be in default of any Material Contract. Each of the Material Contracts is in full force and effect and there exists no default or event of default or event, occurrence, condition or act (including the purchase of the Purchased Shares) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default under any Material Contract. True, correct and complete copies of all Material Contracts have been delivered to the Purchaser or made available to its counsel;

(u) No Breach of Other Contracts. Except for certain acts of default or breach which, in the aggregate, are not material, the Corporation has not violated or breached, in any material respect, any of the terms or conditions of any Contract (other than the Material Contracts), and to the Corporation's knowledge, except for certain failures to perform which, in the aggregate, are not material, all the covenants to be performed by any other party to such Contract have been fully performed, in all material respects;

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(v) Accounts Receivable. All Accounts Receivable are bona fide, and, subject to an allowance for doubtful accounts that has been reflected on the books of the Corporation in accordance with GAAP and consistent with past practice, collectible without set-off or counterclaim;

(w) Intellectual Property. Attached as Schedule 3.2(w) attached hereto is a complete and accurate list of all Intellectual Property (other than commercially available software) owned or used by the Corporation in carrying on the Business.

(x) Subsidiaries. Other than Gran Tierra Energy Argentina S.A. and Petroleros Canadienses de Ecuador S.A., the Corporation has no subsidiaries and holds no shares or other ownership, equity or proprietary interests in any other Person;

Financial Matters

(y) Books and Records. All accounting and financial Books and Records have been fully, properly and accurately kept and completed in all material respects. The Books and Records and other data and information are not recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which are not available to the Corporation in the Ordinary Course;

(z) Financial Statements. The audited statements of the Acquired Properties for the fiscal years ended December 31, 2003 and December 31, 2004 provided to the Purchaser (the "Year-End Financial Statements") and the Interim Financial Statements of the Acquired Properties and the Corporation have been prepared in accordance with GAAP applied on a basis consistent with those of previous fiscal years and each presents fairly:

(i) the assets, liabilities, (whether accrued, absolute, contingent or otherwise) and financial position of the Acquired Properties and the Corporation as of the respective dates of the relevant statements; and

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(ii) the income derived from the Acquired Properties and the Corporation during the periods covered by the Year-End Financial Statements and the Interim Financial Statements;

True, correct and complete copies of the Year-End Financial Statements and the Interim Financial Statements for the Acquired Properties and the Corporation are attached as Schedule "B".

(aa) No Liabilities. Except as disclosed in this Agreement and as incurred in connection with the Bridge Loan and the Argentine Acquisition (including Schedule 3.2(aa) attached hereto) or reflected or reserved against in the balance sheet forming part of the Interim Financial Statements, the Corporation has no liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise) except for current liabilities incurred in the Ordinary Course since the Interim Balance Sheet Date;

(bb) Bank Accounts and Powers of Attorney. Schedule 3.2(bb) attached hereto is a correct and complete list showing (i) the name of each bank in which the Corporation has an account or safe deposit box and the names of all Persons authorized to draw on the account or to have access to the safety deposit box, and (ii) the names of all Persons holding powers of attorney from the Corporation.

Particular Matters Relating to the Business

(cc) Environmental Matters. Except as set forth in Schedule 3.2(cc) attached hereto:

(i) none of the real properties (including, without limitation, the Subject Properties) currently or, to the knowledge of the Corporation, formerly owned, leased or used by the Corporation or over which the Corporation has or had charge, management or control (i) has ever been used by any Person as a waste disposal site or as a licensed landfill, or (ii) has ever had asbestos, asbestos-containing materials, PCBs, radioactive substances or aboveground or underground storage systems, active or abandoned, located on, at or under them; and

(ii) the Corporation has not been required by any Governmental Entity to (i) alter any of the Subject Properties in a material way in order to be in compliance with Environmental Laws, or (ii) perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about, or in connection with any real property;

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(dd) Employees. Except as set forth in Schedule 3.2(dd) attached hereto:

(i) the Corporation is in compliance in all material respects with all Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages and hours of work;

(ii) the Corporation has not and is not engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the best of the knowledge of the Corporation, threatened against the Corporation;

(iii) no collective bargaining agreement is currently being negotiated by the Corporation with respect to any employees of the Corporation and no collective agreements are in force. No union representation question exists respecting the employees of the Corporation. There is no labour strike, dispute, work slowdown or work stoppage pending or involving or, to the best of the knowledge of the Management Shareholders, threatened against the Corporation; and

(iv) all amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, pension benefits or other employee benefits are reflected in the Books and Records;

Schedule 3.2(dd) attached hereto contains a correct and complete list of each employee, director, independent contractor, consultant and agent of the Corporation, whether actively at work or not in each case whose annual income or commission exceeds $75,000.00, their salaries, wage rates, commissions and consulting fees, bonus arrangements, benefits, positions, ages, status as full-time or part-time employees and length of service. No employee of the Corporation has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results by Law from the employment of an employee without an agreement as to notice or severance.

(ee) Employee Plans.

The Corporation does not currently have an Employee Plan and will not, as of the Closing Date, have implemented an Employee Plan (it being understood that in connection with the transactions contemplated hereby the Purchaser shall establish an employee stock option plan (the "Option Plan") for the benefit of the employees of the Corporation);

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(ff) Insurance. Schedule 3.2(ff) attached hereto contains insurance policies which are maintained by the Corporation setting out, in respect of each policy, a description of the type of policy, the name of insurer, the coverage allowance, the expiration date, the annual premium and any pending claims. The Corporation is not in default with respect to any of the provisions contained in the insurance policies, the payment of any premiums under any insurance policy and has not failed to give any notice or to present any claim under any insurance policy in a due and timely fashion. There has not been any material adverse change in the relationship of the Corporation with its insurers, the availability of coverage, or in the premiums payable pursuant to the policies;

(gg) Litigation. There are no actions, suits or proceedings, at law or in equity, by any Person (including, without limitation, the Corporation), nor any arbitration, administrative or other proceeding (collectively "Legal Proceedings") by or before (or to the knowledge of the Corporation any investigation by) any Governmental Entity pending, or, to the knowledge of the Corporation, threatened against or adversely affecting the Corporation, the Business or any of the material Assets, and the Corporation has no knowledge of a valid basis for any such Legal Proceedings by or against the Corporation. The Corporation is not subject to any judgment, order or decree entered in any lawsuit or proceeding nor has the Corporation settled any claim prior to being prosecuted in respect of it.

(hh) Taxes. The Corporation has filed or caused to be filed, within the times and in the manner prescribed by Law, all federal, provincial, local and foreign tax returns and tax reports which are required to be filed by or with respect to the Corporation. The information contained in such returns and reports is correct and complete and, to the knowledge of the Corporation, such returns and reports reflect accurately all liability for taxes of the Corporation for the periods covered thereby. All federal, provincial, local and foreign income, profits, franchise, sales, use, occupancy, excise and other taxes and assessments (including interest and penalties) that are or may become payable by or due from the Corporation have been fully paid or fully disclosed and fully provided for in the Books and Records and the Interim Financial Statements. There are no claims, actions, suits or proceedings (or, to the knowledge of the Corporation, any investigation) pending, or to the knowledge of the Corporation, threatened against the Corporation or the Acquired Properties relating to taxes and the Corporation knows of no valid basis for any such claim, action, suit, proceeding, investigation or discussion. The Corporation has withheld from each payment made by it the amount of all taxes and other deductions required to be withheld therefrom and has paid the same to the proper taxing or other authority within the time prescribed under any applicable Law. The Corporation is a registrant for purposes of the tax imposed under Part IX of the Excise Tax Act (Canada).

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(ii) Full Disclosure. Neither this Agreement nor any Ancillary Agreement to which the Vendors or the Corporation is a party (i) contains any untrue statement of a material fact in respect of any of the Vendors or the Corporation, or (ii) omits any statement of a material fact necessary in order to make the statements in the Agreement or any Ancillary Agreement in respect of the Vendors or the Corporation contained herein or therein, in light of the circumstances in which they were made, not misleading.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1 Representations and Warranties of the Purchaser

The Purchaser represents and warrants as follows to the Vendors and acknowledges and confirms that the Vendors are relying on such representations and warranties in connection with the sale by the Vendors of the Purchased Shares:

(a) Incorporation and Corporate Power. Each of Purchaser, CallCo, LeaseCo and ExchangeCo is a corporation incorporated, in good standing and existing under the Laws of its jurisdiction of incorporation and has the corporate power to own and operate its property and carry on its business and has authority to enter into and perform its obligations under this Agreement and each of the Ancillary Documents to which it is a party.

(b) Qualification. Each of Purchaser, CallCo and ExchangeCo is duly qualified, licensed or registered to carry on business in each jurisdiction in which the nature of its business or assets requires it to be qualified, licensed or registered.

(c) Validity of Agreement. The execution, delivery and performance by each of Purchaser, CallCo and ExchangeCo of this Agreement and each of the Ancillary Documents to which it is a party:

(i) have been duly authorized, or will by Closing be duly authorized, by all necessary corporate action on the part of each of Purchaser, CallCo and ExchangeCo;

(ii) do not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or a violation of, or conflict with, or allow any other Person to exercise any rights under any of the terms or provisions of its constating documents or by-laws or any material contract; and

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(iii) will not result in the violation of any Law.

(d) Execution and Binding Obligation. This Agreement and each of the Ancillary Documents to which the Purchaser, CallCo, Leaseco or ExchangeCo is a party has been duly executed and delivered by the Purchaser, CallCo, Leaseco and ExchangeCo, as the case may be, and constitute legal, valid and binding obligations of the Purchaser, CallCo, Leaseco and ExchangeCo, as the case may be, enforceable against it in accordance with their terms subject only to any limitation under applicable Laws relating to (i) bankruptcy, winding-up, insolvency, reorganization, arrangement and other similar Laws of general application affecting the enforcement of creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction and general equitable principals.

(e) Required Authorizations. None of the Purchaser, CallCo, Leaseco or ExchangeCo is required to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity or Person as a condition to the lawful completion of all the transactions contemplated in this Agreement and each of the Ancillary Documents to which the Purchaser, CallCo, Leaseco or ExchangeCo is a party, except for the filings, notifications and Authorizations described in Schedule 6.1(c) attached hereto.

(f) No Material Adverse Change. On or prior to the date hereof there has not been any material adverse change in the affairs, operations, business, assets or condition of the business of the Purchaser, except as disclosed in the Purchaser Reports (as hereinafter defined) or the Confidential Information Memorandum attached hereto as Schedule "E".

(g) Compliance with Laws. The Purchaser is conducting and has always conducted its business and any past business in compliance with all applicable Laws other than acts of non-compliance which, in the aggregate, would not have a material adverse effect on the Purchaser's business.

(h) Authorizations. Purchaser owns, holds, possesses or lawfully uses, in the operation of its business, all Authorizations which are necessary for it to conduct such business, as presently conducted or for the ownership and use of its assets in compliance with all applicable Laws, except where the failure to so hold, possess or lawfully use any Authorization would not have a material adverse effect on its business on the Purchaser's business.

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(i) Material Contracts. The Purchaser has performed all of the obligations required to be performed by it and is entitled to all benefits under, and is not in material default or alleged to be in material default in respect of, any material contract relating to the assets of Purchaser to which it is a party or beneficially entitled, bound under or subject to or by which it is otherwise bound; all such Purchaser material contracts are in good standing and in full force and effect; and no event, condition or occurrence exists which, after notice or lapse of time or both, would constitute a material default under any of the foregoing or which would detrimentally affect the entitlement of Purchaser to the benefit of such material contracts.

(j) Purchaser Shares. The Consideration Shares to be issued at the Closing and the Goldstrike Shares to be issued from time to time on exchange of the Exchangeable Shares will be duly authorized and validly issued by Purchaser on their respective dates of issuance and will be fully paid and non-assessable securities.

(k) Authorized and Issued Capital. The authorized capital of the Purchaser consists of (1) 75,000,000 shares of common stock, par value $0.001 per share, of which 23,507,089 (and no more) have been duly issued and are outstanding as fully paid and non-assessable common shares, 6,470,933 warrants to acquire common shares of the Purchaser have been issued and no options to acquire common shares of the Purchaser have been issued; (ii) one share, par value of $0.001, designated as Special Voting Stock, which is not currently outstanding and (iii) 5,000,000 shares of preferred stock, par value $0.001 per share, none of which is issued and outstanding. Immediately prior to the Closing, and after giving effect to the transactions contemplated by the Split-Off Agreement, the Purchaser will have issued and outstanding 21,941,871 shares of common stock and 6,470,933 warrants;

(l) Corporate Records. The corporate records of each of the Purchaser, CallCo and ExchangeCo are complete and accurate and all corporate proceedings and actions reflected in the corporate records of each of the Purchaser, CallCo and ExchangeCo have been conducted or taken in compliance with all applicable Laws and with the articles and by-laws of each of the Purchaser, CallCo and ExchangeCo. Without limiting the generality of the foregoing, (i) the minute books of each of the Purchaser, CallCo and ExchangeCo contain complete and accurate minutes of all meetings of the directors and shareholders held since incorporation and all such meetings were properly called and held, (ii) the minute books of each of Purchaser, CallCo and ExchangeCo contain all resolutions passed by the directors and shareholders (and committees, if any) and all such resolutions were properly passed, (iii) the share certificate books, register of shareholders and register of transfers are complete and accurate, all transfers have been properly completed and approved and any tax payable in connection with the transfer of any securities has been paid, and (iv) the registers of directors and officers are complete and accurate and all former and present directors and officers were properly elected or appointed, as the case may be. Each of Purchaser, CallCo and ExchangeCo has never been subject to, or affected by, any unanimous shareholders agreement.

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(m) Subsidiaries. Other then Callco, Exchangco and Leasco, the Purchaser does not have any Subsidiaries.

(n) Authorization and Issuance. The Exchangeable Shares and Goldstrike Shares to be issued pursuant to this Agreement shall be validly authorized and upon the Closing Date shall be validly issued, fully paid and non-assessable.

(o) Exchange Act Reports. The Purchaser has furnished or made available to the Corporation complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as filed with the SEC, and (b) all other reports filed by the Purchaser under Section 13 or 15 of the Exchange Act with the SEC since the Purchase became subject to the reporting provisions of the Exchange Act (such reports are collectively referred to herein as the "Purchaser Reports"). The Purchaser Reports constitute all of the documents required to be filed by the Purchaser under Section 13 or 15 of the Exchange Act with the SEC through the date of this Agreement. The Purchaser Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, the Purchaser Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(p) Compliance with Laws. Each of the Purchaser and its Subsidiaries:

(i) has conducted the operations of their respective businesses in compliance with all applicable Law, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. For purposes of this Agreement, "Purchaser Material Adverse Effect" means a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of the Purchaser and its subsidiaries, taken as a whole;

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(ii) has complied with all federal and state securities laws and regulations, including being current in all of its reporting obligations under such federal and state securities laws and regulations;

(iii) has not, and the past and present officers, directors and affiliates (an "Affiliate"), as defined in Rule 12b-2 under the Exchange Act, of the Purchaser have not, been the subject of, nor does any officer or director of the Purchaser have any reason to believe that Purchaser or any of its officers, directors or Affiliates will be the subject of, any civil or criminal proceeding or investigation by any federal or state agency alleging a violation of securities laws;

(iv) has not been the subject of any voluntary or involuntary bankruptcy proceeding, nor has it been a party to any material litigation;

(v) any agreement under which the consequences of a default or termination would reasonably be expected to have a Purchaser Material Adverse Effect;

(vi) has not, and the past and present officers, directors and Affiliates have not, been the subject of, nor does any officer or director of the Purchaser have any reason to believe that the Purchaser or any of its officers, directors or affiliates will be the subject of, any civil, criminal or administrative investigation or proceeding brought by any federal or state agency having regulatory authority over such entity or person;

(vii) does not and will not on the Closing, have any liabilities, contingent or otherwise, including but not limited to notes payable and accounts payable, and is not a party to any executory agreements; and

(viii) is not a "blank check company" as such term is defined by Rule 419 of the Securities Act.

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(q) Financial Statements. The Purchaser has provided or made available to the Corporation the unaudited and consolidated balance sheet (the "Purchaser Interim Balance Sheet") as of and for the six months ended June 30, 2005 (the "Purchaser Interim Balance Sheet Date") and related statements of operations and cash flows (collectively, the "Purchaser Interim Financial Statements. The audited financial statements and unaudited interim financial statements of the Purchaser included in the Purchaser Reports and the Purchaser Interim Financial Statements (collectively, the "Purchaser Financial Statements") (i) complied as to form in all material respects with applicable accounting requirements and, as appropriate, the published rules and regulations of the SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-QSB under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Purchaser as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of the Purchaser.

(r) Litigation. Except as disclosed in the Purchaser Reports, there are no Legal Proceedings, by any Person (including, without limitation, the Purchaser), nor any Legal Proceeding by or before (or to the best of the knowledge of the Purchaser any investigation by) any Governmental Entity pending, or, to the best of the knowledge of the Purchaser, threatened against or adversely affecting the Purchaser which, if determined adversely to the Purchaser, could have, individually or in the aggregate, a Purchaser Material Adverse Effect or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement, and the Purchaser knows of no valid basis for any such action, suit, proceeding, arbitration or investigation by or against the Purchaser. The Purchaser is not subject to any judgment, order or decree entered in any lawsuit or proceeding nor has the Purchaser settled any claim prior to being prosecuted in respect of it. The Purchaser is not the plaintiff or complainant in any Legal Proceeding.

(s) Undisclosed Liabilities. None of the Purchaser and its subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the Purchaser Interim Balance Sheet, (b) liabilities which have arisen since the Purchaser Interim Balance Sheet Date in the Ordinary Course and (c) contractual and other liabilities incurred in the Ordinary Course which are not required by GAAP to be reflected on a balance sheet.

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(t) Tax Matters.

(i) For purposes of this Agreement, the following terms shall have the following meanings:

(A) "Taxes" means all taxes, charges, fees, levies or other similar assessments or liabilities, including without limitation income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, transfer, withholding, employment, unemployment insurance, social security, business license, business organization, environmental, workers compensation, payroll, profits, license, lease, service, service use, severance, stamp, occupation, windfall profits, customs, duties, franchise and other taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof.

(B) "Tax Returns" means all reports, returns, declarations, statements or other information required to be supplied to a taxing authority in connection with Taxes.

(ii) By the Closing the Purchaser shall have filed all Tax Returns that it was required to file, and all such Tax Returns will be complete and accurate in all material respects. Neither the Purchaser nor any subsidiary is or has ever been a member of a group of corporations with which it has filed (or been required to file) consolidated, combined or unitary Tax Returns, other than a group of which only the Purchaser and the Subsidiaries are or were members. The unpaid Taxes of the Purchaser and the Subsidiaries for tax periods through the Purchaser Interim Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Purchaser Interim Balance Sheet. Neither the Purchaser nor any subsidiary has any actual or potential liability for any Tax obligation of any taxpayer (including without limitation any affiliated group of corporations or other entities that included the Purchaser or any subsidiary during a prior period) other than the Purchaser and the subsidiaries. All Taxes that the Purchaser or any subsidiary is or was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity.

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(iii) Neither the Purchaser nor any subsidiary: (i) is a "consenting corporation" within the meaning of Section 341(f) of the Code, and none of the assets of the Purchaser or the subsidiaries are subject to an election under Section 341(f) of the Code;
(ii) has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(l)(A)(ii) of the Code; (iii) has made any payments, is obligated to make any payments, or is a party to any agreement that could obligate it to make any payments that may be treated as an "excess parachute payment" under Section 280G of the Code; (iv) has any actual or potential liability for any Taxes of any person (other than the Purchaser and its subsidiaries) under Treasury Regulation Section 1.1502 6 (or any similar provision of federal, state, local, or foreign law), or as a transferee or successor, by contract, or otherwise; or (v) is or has been required to make a basis reduction pursuant to Treasury Regulation Section 1.1502-20(b) or Treasury Regulation Section 1.337(d)-2(b).

(iv) None of the assets of the Purchaser or any subsidiary: (i) is property that is required to be treated as being owned by any other person pursuant to the provisions of former Section 168(f)(8) of the Code; (ii) is "tax-exempt use property" within the meaning of Section 168(h) of the Code; or (iii) directly or indirectly secures any debt the interest on which is tax exempt under Section 103(a) of the Code.

(v) Neither the Purchaser nor any subsidiary has undergone a change in its method of accounting resulting in an adjustment to its taxable income pursuant to Section 481 of the Code.

(vi) No state or federal "net operating loss" of the Purchaser determined as of the Closing Date is subject to limitation on its use pursuant to Section 382 of the Code or comparable provisions of state law as a result of any "ownership change" within the meaning of Section 382(g) of the Code or comparable provisions of any state law occurring prior to the Closing Date.

(u) Assets. The Purchaser owns or leases all tangible assets necessary for the conduct of its businesses as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purposes for which it presently is used. No asset of the Purchaser (tangible or intangible) is subject to any Lien.

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(v) Owned Real Property. The Purchaser does not own any real property.

(w) Real Property Leases. The Purchaser does not lease any real property.

(x) Contracts.

(i) Schedule 4.1(x) attached hereto lists the following agreements (written or oral) to which the Purchaser is a party as of the date of this Agreement:

(A) any agreement (or group of related agreements) for the lease of personal property from or to third parties;

(B) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Purchaser has granted manufacturing rights, "most favored nation" pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party;

(D) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Lien on any of its assets, tangible or intangible;

(E) any agreement concerning confidentiality or noncompetition;

(F) any employment or consulting agreement;

(G) any agreement involving any officer, director or stockholder of the Purchaser or any Affiliate thereof;

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(H) any agreement under which the consequences of a default or termination would reasonably be expected to have a Purchaser Material Adverse Effect;

(I) any agreement which contains any provisions requiring the Purchaser to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course); and

(J) any other agreement (or group of related agreements)

either involving more than $5,000 or not entered into in
the Ordinary Course.

(ii) The Purchaser has delivered or made available to the Corporation a complete and accurate copy of each agreement listed in Schedule 4.1(x) attached hereto. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Purchaser nor, to the knowledge of the Purchaser, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Purchaser, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Purchaser or, to the knowledge of the Purchaser, any other party under such contract.

(y) Accounts Receivable. All accounts receivable of the Purchaser reflected on the Purchaser Interim Balance Sheet are valid receivables subject to no setoffs or counterclaims and are current and collectible (within 90 days after the date on which it first became due and payable), net of the applicable reserve for bad debts on the Purchaser Interim Balance Sheet. All accounts receivable reflected in the financial or accounting records of the Purchaser that have arisen since the Purchaser Interim Balance Sheet Date are valid receivables subject to no setoffs or counterclaims and are collectible (within 90 days after the date on which it first became due and payable), net of a reserve for bad debts in an amount proportionate to the reserve shown on the Purchaser Interim Balance Sheet Date.

(z) Insurance. Schedule 4.1(y) attached hereto lists each insurance policy (including fire, theft, casualty, general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which the Purchaser is a party. Such insurance policies are of the type and in amounts customarily carried by organizations conducting businesses or owning assets similar to those of the Purchaser. There is no material claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy. All premiums due and payable under all such policies have been paid, the Purchaser will not be liable for retroactive premiums or similar payments, and the Purchaser is otherwise in compliance in all material respects with the terms of such policies. The Purchaser has no knowledge of any threatened termination of, or material premium increase with respect to, any such policy. Each such policy will continue to be enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing.

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(aa) Employees. The Purchaser currently has no employees.

(bb) Employee Benefits.

(i) For purposes of this Agreement, the following terms shall have the following meanings:

(A) "Employee Benefit Plan" means any "employee pension benefit plan" (as defined in Section 3(2) of ERISA), any "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including without limitation insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

(B) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

(C) "ERISA Affiliate" means any entity which is, or at any applicable time was, a member of (1) a controlled group of corporations (as defined in Section 414(b) of the Code), (2) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or
(3) an affiliated service group (as defined under
Section 414(m) of the Code or the regulations under
Section 414(o) of the Code), any of which includes or included the Corporation or a subsidiary.

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(ii) Schedule 4.1(aa) attached hereto contains a complete and accurate list of all Employee Benefit Plans maintained, or contributed to, by the Purchaser, any Subsidiary or any ERISA Affiliate. Complete and accurate copies of (i) all Employee Benefit Plans which have been reduced to writing, (ii) written summaries of all unwritten Employee Benefit Plans, (iii) all related trust agreements, insurance contracts and summary plan descriptions, and (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R and (for all funded plans) all plan financial statements for the last five plan years for each Employee Benefit Plan, have been delivered or made available to the Purchaser. Each Employee Benefit Plan has been administered in all material respects in accordance with its terms and each of the Purchaser, the subsidiaries and the ERISA Affiliates has in all material respects met its obligations with respect to such Employee Benefit Plan and has made all required contributions thereto. The Purchaser, each subsidiary, each ERISA Affiliate and each Employee Benefit Plan are in compliance in all material respects with the currently applicable provisions of ERISA and the Code and the regulations thereunder (including without limitation Section 4980 B of the Code, Subtitle K, Chapter 100 of the Code and Sections 601 through 608 and Section 701 et seq. of ERISA). All filings and reports as to each Employee Benefit Plan required to have been submitted to the Internal Revenue Service or to the United States Department of Labor have been duly submitted.

(iii) To the knowledge of the Purchaser, there are no Legal Proceedings (except claims for benefits payable in the normal operation of the Employee Benefit Plans and proceedings with respect to qualified domestic relations orders) against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

(iv) All the Employee Benefit Plans that are intended to be qualified under Section 401(a) of the Code have received determination letters from the Internal Revenue Service to the effect that such Employee Benefit Plans are qualified and the plans and the trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination letter has been revoked and revocation has not been threatened, and no such Employee Benefit Plan has been amended since the date of its most recent determination letter or application therefor in any respect, and no act or omission has occurred, that would adversely affect its qualification or materially increase its cost. Each Employee Benefit Plan which is required to satisfy
Section 401(k)(3) or Section 401(m)(2) of the Code has been tested for compliance with, and satisfies the requirements of,
Section 401(k)(3) and Section 401(m)(2) of the Code for each plan year ending prior to the Closing Date.

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(v) Neither the Purchaser, any subsidiary, nor any ERISA Affiliate has ever maintained an Employee Benefit Plan subject to
Section 412 of the Code or Title IV of ERISA.

(vi) At no time has the Purchaser, any subsidiary or any ERISA Affiliate been obligated to contribute to any "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA).

(vii) There are no unfunded obligations under any Employee Benefit Plan providing benefits after termination of employment to any employee of the Purchaser or any subsidiary (or to any beneficiary of any such employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable law and insurance conversion privileges under state law. The assets of each Employee Benefit Plan which is funded are reported at their fair market value on the books and records of such Employee Benefit Plan.

(viii) No act or omission has occurred and no condition exists with respect to any Employee Benefit Plan maintained by the Purchaser, any subsidiary or any ERISA Affiliate that would subject the Purchaser, any subsidiary or any ERISA Affiliate to (i) any material fine, penalty, tax or liability of any kind imposed under ERISA or the Code or (ii) any contractual indemnification or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Employee Benefit Plan.

(ix) No Employee Benefit Plan is funded by, associated with or related to a "voluntary employee's beneficiary association" within the meaning of Section 501(c)(9) of the Code.

(x) Each Employee Benefit Plan is amendable and terminable unilaterally by the Purchaser at any time without liability to the Purchaser as a result thereof and no Employee Benefit Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Purchaser from amending or terminating any such Employee Benefit Plan.

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(xi) Schedule 4.1(aa) attached hereto discloses each: (i) agreement with any stockholder, director, executive officer or other key employee of the Purchaser (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Purchaser of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such director, executive officer or key employee; (ii) agreement, plan or arrangement under which any person may receive payments from the Purchaser that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person's "parachute payment" under
Section 280G of the Code; and (iii) agreement or plan binding the Purchaser, including without limitation any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan or Employee Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The accruals for vacation, sickness and disability expenses are accounted for on the Purchaser Interim Balance Sheet and are adequate and properly reflect the expenses associated therewith in accordance with generally accepted accounting principles.

(cc) Environmental Matters.

(i) Each of the Purchaser and the subsidiaries has complied with all applicable Environmental Laws, except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. There is no pending or, to the knowledge of the Purchaser, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Entity, relating to any Environmental Law involving the Purchaser or any subsidiary, except for litigation, notices of violations, formal administrative proceedings or investigations, inquiries or information requests that, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.

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(ii) Set forth in Schedule 4.1(bb) attached hereto is a list of all documents (whether in hard copy or electronic form) that contain any environmental reports, investigations and audits relating to premises currently or previously owned or operated by the Purchaser or a subsidiary (whether conducted by or on behalf of the Purchaser or a subsidiary or a third party, and whether done at the initiative of the Purchaser or a subsidiary or directed by a Governmental Entity or other third party) which were issued or conducted during the past two years and which the Purchaser has possession of or access to. A complete and accurate copy of each such document has been provided to the Purchaser.

(iii) The Purchaser is not aware of any material environmental liability of any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by the Purchaser or any subsidiary.

(dd) Certain Business Relationships With Affiliates. No Affiliate of the Purchaser or of any subsidiary (a) owns any property or right, tangible or intangible, which is used in the business of the Purchaser or any subsidiary, (b) has any claim or cause of action against the Purchaser or any subsidiary, or (c) owes any money to, or is owed any money by, the Purchaser or any subsidiary. Schedule 4.1(dd) attached hereto describes any transactions involving the receipt or payment in excess of $5,000 in any fiscal year between the Purchaser or a subsidiary and any Affiliate thereof which have occurred or existed since the beginning of the time period covered by the Purchaser Financial Statements, other than employment agreements.

(ee) Split-Off. Prior to or simultaneously with the Closing, the Purchaser will have discontinued all of its business operations which it conducted prior to the Closing by consummating the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, the Purchaser will have no material liabilities, contingent or otherwise in any way related to its pre-Closing business operations.

(ff) Interested Party Transactions. Except for the Split-Off Agreement, to the knowledge of the Purchaser, no officer, director or stockholder of Purchaser or any Affiliate or "associate" (as such term is defined in Rule 405 under the Securities Act) of any such person has had, either directly or indirectly, (a) an interest in any person that (i) furnishes or sells services or products that are furnished or sold or are proposed to be furnished or sold by Purchaser or any subsidiary or (ii) purchases from or sells or furnishes to Purchaser or any subsidiary any goods or services, or
(b) a beneficial interest in any contract or agreement to which Purchaser or any subsidiary is a party or by which it may be bound or affected. Neither Purchaser nor any subsidiary has extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Purchaser or any subsidiary.

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(gg) Accountants. Moen and Company is and has been throughout the periods covered by such financial statements (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act of 2002, (b) "independent" with respect to Purchaser within the meaning of Regulation S-X and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the Commission and the Public Company Accounting Oversight Board. Schedule 4.1(gg) attached hereto lists all non-audit services performed by Moen and Company for Purchaser and/or any of subsidiary for the last two fiscal years. None of the reports of Moen and Company on the financial statements of Purchaser for either of the past two fiscal years contained an adverse opinion or a disclaimer of opinion, or was qualified as to uncertainty, audit scope, or accounting principles. During Purchaser's two most recent fiscal years and the subsequent interim periods, there were no disagreements with Moen and Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures. None of the reportable events listed in Item 304(a)(1)(iv) of Regulation S-B occurred with respect to Moen and Company.

(hh) Full Disclosure. Neither this Agreement nor any of the documents to be delivered by the Purchaser pursuant to this Agreement nor the Offering Memorandum of the Purchaser attached hereto as Schedule "E" contain any untrue statements of a material fact, or to the Purchaser's knowledge, omit to state a material fact necessary to make the statements contained herein or therein in light of the circumstances under which they were made not misleading.

ARTICLE 5
PRE-CLOSING COVENANTS OF THE PARTIES

Section 5.1 Conduct of Business Prior to Closing

(a) During the Interim Period, the Corporation will conduct the Business in the Ordinary Course.

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(b) Without limiting the generality of this Section 5.1, and except in connection with the transactions contemplated hereby, the Vendors will not permit the Corporation to:

(i) sell, transfer or otherwise dispose of any of the Assets except for (i) Assets which are obsolete and which individually or in the aggregate do not exceed $100,000, or
(ii) inventory sold in the Ordinary Course;

(ii) make any capital expenditure or commitment therefor which individually or in the aggregate exceeds $100,000 except as may be required in connection with maintaining the Corporation's interest in the Acquired Properties in good standing;

(iii) discharge any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeds $100,000 other than obligations incurred in connection with the Argentine Acquisition;

(iv) increase its indebtedness for borrowed money or make any loan or advance or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of any other Person other than indebtedness to the Purchaser as contemplated by the Bridge Loan Agreement;

(v) make any bonus or profit sharing distribution or similar payment of any kind except as may be required by the terms of a Material Contract or Collective Agreement;

(vi) remove the auditor or any director or terminate any officer or other senior employee;

(vii) grant any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees except as may be required by the terms of a Material Contract or Collective Agreement;

(viii) cancel or waive any material claims or rights;

(ix) enter into any compromise or settlement of any litigation, proceeding or governmental investigation relating to all or any material portion of Assets, the Business or the Corporation;

(x) cancel or reduce any of its insurance coverage;

(xi) agree, whether or not in writing, to do any of the foregoing.

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(i) maintain the Assets, where applicable, in good state of repair and condition;

(ii) comply with all Authorizations and contractual obligations under the Contracts, except for legitimate disputes pursued with the consent of the Purchaser;

(iii) maintain all Books and Records in the usual, regular and ordinary manner;

(iv) use its best efforts to preserve intact the current business organization of the Corporation, keep available the services of the present employees and agents of the Corporation and maintain good relations with, and the goodwill of, the suppliers, customers, landlords, creditors, distributors and all other Persons having business relationships with the Corporation;

(v) confer with the Purchaser concerning operational matters of a material nature;

(vi) use reasonable efforts consistent with past practice to retain possession and control of its Assets and preserve the confidentiality of any confidential or proprietary information of the Business or the Corporation;

(vii) conduct the Business in such a manner that on the Closing Date, the representations and warranties of the Vendor contained in this Agreement shall be true, correct and complete as if such representations and warranties were made on and as of such date;

(viii) otherwise periodically report to the Purchaser concerning the state of the Business and the Corporation; and

(ix) report to and confer with the Purchaser regarding any other matter in respect of which the Purchaser has expressed to the Vendors a particular concern.

Section 5.2 Access for Due Diligence

(1) The Corporation and the Purchaser shall (i) permit each other and their respective employees, agents, counsel, accountants or other representatives, between this date and the Closing, without undue interference to the ordinary conduct of the Business, to have reasonable access during normal business hours and upon reasonable notice to (a) the premises of the other party, (b) the Assets and, in particular to any information, including all Books and Records whether retained by the Vendors, the Corporation, the Purchaser or otherwise, (c) all Contracts, and (d) the senior personnel of the Corporation or the Purchaser, and (ii) furnish to the Purchaser or the Corporation as the case may be or their respective employees, agents, counsel, accountants or other representatives such financial and operating data and other information the Purchaser shall from time to time reasonably request.

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(2) No investigations made by or on behalf of the Purchaser or the Corporation, whether under this Section 5.2 or any other provision of this Agreement or any Ancillary Agreement, shall have the effect of waiving, diminishing the scope of, or otherwise affecting any representation or warranty made in this Agreement or any Ancillary Agreement.

(3) The Purchaser shall afford the Vendors reasonable access during normal business hours and upon reasonable notice to the premises of the Purchaser and to all information of the Purchaser necessary to allow the Vendors to conduct appropriate enquiries with respect to the proposed transaction.

Section 5.3 Actions to Satisfy Closing Conditions

(1) Each of the Vendors and the Corporation shall take all such actions as are within their power to control and to use their best efforts to cause other actions to be taken which are not within their power to control, so as to ensure compliance with all of the conditions set forth in Article 6 including ensuring that during the Interim Period and at Closing, there is no breach of any of their respective representations and warranties.

(2) The Purchaser shall take all such actions as are within its power to control and to use its best efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with all of the conditions set forth in Article 6 including ensuring that during the Interim Period and at Closing, there is no breach of any of its representations and warranties.

Section 5.4 Transfer of the Purchased Shares

The Vendors shall take all necessary steps and corporate proceedings to permit good title to the Purchased Shares to be duly and validly transferred and assigned to the Purchaser at the Closing, free of all Liens other than the restrictions on transfer, if any, contained in the articles of the Corporation.

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Section 5.5 Request for Consents

The Corporation will use its reasonable efforts to obtain, prior to Closing, all Consents. Such Consents shall be upon such terms as are acceptable to the Purchaser, acting reasonably. The Purchaser will co-operate in obtaining such Consents.

Section 5.6 Filings and Authorizations

Each of the Vendors, the Corporation and the Purchaser, as promptly as practicable after the execution of this Agreement, will (i) make, or cause to be made, all such filings and submissions under all Laws applicable to it, as may be required for it to consummate the purchase and sale of the Purchased Shares in accordance with the terms of this Agreement, (ii) use all reasonable efforts to obtain, or cause to be obtained, all Authorizations necessary or advisable to be obtained by it in order to consummate such transfer, and (iii) use all reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement. The Vendors, the Corporation and the Purchaser, as applicable, will coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each in connection with the foregoing including, without limitation, providing each other with all notices and information supplied or filed with any Governmental Entity (except for notices and information which the Vendors or the Purchaser, in each case acting reasonably, considers highly confidential and sensitive which may be filed on a confidential basis), and all notices and correspondence received from any Governmental Entity.

Section 5.7 Notice of Untrue Representation or Warranty

The Corporation shall promptly notify the Purchaser, and the Purchaser shall promptly notify the Corporation, upon any representation or warranty made by it contained in this Agreement or any Ancillary Agreement becoming untrue or incorrect during the Interim Period and for the purposes of this Section 5.7 each representation and warranty shall be deemed to be given at and as of all times during the Interim Period. Any such notification shall set out particulars of the untrue or incorrect representation or warranty and details of any actions being taken by the Corporation or the Purchaser, as the case may be, to rectify that state of affairs.

Section 5.8 Exclusive Dealing

During the Interim Period, the Vendors, individually or as a group shall not, directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any inquiries or proposals from, any Person (other than Purchaser) relating to any transaction involving the sale of any shares of the Vendors or the Corporation or the sale of the Business or any of the Assets (other than as permitted in this Agreement).

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The Parties hereto agree that they shall use reasonable commercial efforts to complete the transactions contemplated herein and in the Ancillary Agreements by November 10, 2005 but, in the event that such closing has not occurred by November 10, 2005, they shall continue to work exclusively with each other to satisfy all conditions and complete the transactions contemplated herein until December 30, 2005.

ARTICLE 6
CONDITIONS OF CLOSING

Section 6.1 Conditions for the Benefit of the Purchaser

The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed prior to Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) Truth of Representations and Warranties. The representations and warranties of the Vendors contained in this Agreement or in any Ancillary Agreement shall have been true and correct as of the date of this Agreement and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date. The representations and warranties of the Corporation contained in this Agreement or in any Ancillary Agreement shall have been true and correct as of the date of this Agreement and as of the Closing Date with the same force and effect as if such representations an warranties had been made on and as of such date and the Corporation shall have executed and delivered a certificate to that effect. The receipt of such certificate and the Closing shall not constitute a waiver by the Purchaser of any of the representations and warranties of the Corporation which are contained in this Agreement or in any Ancillary Agreement. Upon the delivery of such certificate, the representations and warranties of the Corporation in Article 3 shall be deemed to have been made on and as of the Closing Date with the same force and effect as if made on and as of such date;

(b) Performance of Covenants. The Corporation and the Vendors shall have fulfilled or complied with all covenants contained in this Agreement and in any Ancillary Agreement to be fulfilled or complied with by them at or prior to the Closing;

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(d) Deliveries. The Vendors delivering or causing to be delivered to the Purchaser the following in form and substance satisfactory to the Purchaser:

(i) share certificates together with a completed letter of transmittal representing the Purchased Shares, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, together with evidence satisfactory to the Purchaser that the Purchaser or its nominee(s) have been entered upon the books of the Corporation as the holder of the Purchased Shares;

(ii) certified copies of (i) the charter documents and by-laws of the Corporation, (ii) all resolutions of the shareholders and the board of directors of the Corporation approving the entering into and completion of the transaction contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of the officers and directors authorized to sign agreements together with their specimen signatures;

(iii) a certificate of status, compliance, good standing, where applicable, or like certificate with respect to the Corporation issued by each jurisdiction in which the Corporation carries on its business as listed in Schedule 3.2(a) attached hereto;

(iv) the certificates referred to in Section 2.5 and in Section 6.1(a) and Section 6.1(b);

(v) an opinion of counsel to the Corporation substantially in the form set forth in Schedule 6.1(d)(v) attached hereto;

(vi) an employment agreement duly executed by the Chief Executive Officer of the Corporation; and

(vii) evidence that all necessary steps and proceedings as set out in Schedule 6.1(d)(vii) attached hereto as approved by counsel for the Purchaser to permit all of the Purchased Shares to be transferred to the Purchaser or its nominee(s) have been taken.

(e) Proceedings. All actions to be taken in connection with the transactions contemplated in this Agreement including completion and execution of all Ancillary Agreements shall be reasonably satisfactory in form and substance to the Purchaser, acting reasonably, and the Purchaser shall have received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation of such transactions and the taking of all necessary actions in connection therewith; and

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(f) Change in Law. Since this date, no Law, proposed Law, any change in any Law, or the interpretation or enforcement of any Law shall have been introduced, enacted or announced (including the introduction, enactment or announcement of any Law respecting taxes or environmental matters), the effect of which will be to prevent or to increase materially the cost to the Purchaser of the completion of the transaction contemplated in this Agreement or to prevent or to increase materially the cost to the Corporation of operating the Business after Closing on substantially the same basis as currently operated.

(g) Closing. Closing shall have occurred on or before December 30, 2005.

Section 6.2 Conditions for the Benefit of the Vendors and the Corporation

The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed prior to the Closing, which conditions are for the exclusive benefit of the Vendors and the Corporation and may be waived, in whole or in part, by the Vendors and the Corporation in their sole discretion:

(a) Truth of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement and in any Ancillary Agreement shall be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Purchaser shall have executed and delivered a certificate of a senior officer to that effect. The receipt of such certificate and the Closing shall not constitute a waiver of the representations and warranties of the Purchaser which are contained in this Agreement or any Ancillary Agreement. Upon delivery of such certificates, the representations and warranties of the Purchaser in Article 4 shall be deemed to have been made on and as of the Closing Date with the same force and effect as if made on and as of such date;

(b) Performance of Covenants. The Purchaser shall have fulfilled or complied with all covenants contained in this Agreement and in any Ancillary Agreement to be fulfilled or complied with by it at or prior to the Closing and the Purchaser shall have executed and delivered a certificate of a senior officer to that effect. The receipt of such certificate and the Closing shall not constitute a waiver by the Vendors of the covenants of the Purchaser which are contained in this Agreement or any Ancillary Agreement);

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(c) Deliveries. The Purchaser shall deliver or cause to be delivered to the Vendors the following in form and substance satisfactory to the Vendors acting reasonably:

(i) certified copies of (i) the constating documents and by-laws of the Purchaser, Callco and Exhangeco (ii) all resolutions of the board of directors of the Purchaser, Callco, and Exchangeco approving the entering into and completion of the transactions contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of its officers and directors authorized to sign agreements together with their specimen signatures;

(ii) the certificates referred to in Section 6.2(a) and Section 6.2(b);

(iii) an opinion of counsel to the Purchaser in substantially the form set forth in Schedule 6.2(c)(iii) attached hereto;

(iv) the Voting Exchange and Support Agreement;

(v) evidence satisfactory to the Vendors that the transactions contemplated by the Split-Off Agreement have been completed;

(vi) resignations of the current directors and officers of the Purchaser;

(vii) evidence reasonably satisfactory to the Vendors as to the capitalization of the Purchaser immediately prior to the Closing;

(viii) resolutions of the Purchaser expanding its Board of Directors to seven members and appointing Jeffrey J. Scott, Walter A. Dawson, Dana Coffield, James Hart, Verne Johnson and such other person as the directors determine as directors of the Purchaser; and

(ix) evidence reasonably satisfactory to the Vendors of the adoption of a two million share Option Plan.

(d) Proceedings. All proceedings to be taken in connection with the transactions contemplated in this Agreement and any Ancillary Agreement shall be reasonably satisfactory in form and substance to the Vendors, acting reasonably, and the Vendors shall have received copies of all the instruments and other evidence as they may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith; and

(e) Closing. Closing shall have occurred on or before December 30, 2005.

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Section 6.3 Conditions Precedent

The purchase and sale of the Purchased Shares is subject to the following terms and conditions to be fulfilled prior to the Closing, which conditions are true conditions precedent:

(a) No Legal Proceeding. No Legal Proceeding shall be pending or threatened by any Person (other than the Vendor, the Purchaser or the Corporation) in any jurisdiction, to enjoin, restrict or prohibit any of the transactions contemplated by this Agreement or the right of the Corporation to conduct the Business after Closing on substantially the same basis as heretofore operated.

ARTICLE 7
CLOSING

Section 7.1 Date, Time and Place of Closing

The completion of the transaction of purchase and sale contemplated by this Agreement shall take place at the offices of Osler, Hoskin & Harcourt LLP in Calgary, Alberta at 10:00 a.m. (Calgary time) on the Closing Date or at such other place, on such other date and at such other time as may be agreed upon in writing between the Vendors and the Purchaser.

Section 7.2 Closing Procedures

Subject to satisfaction or waiver by the relevant Party of the conditions of closing, at the Closing, the Vendors shall deliver actual possession of the Purchased Shares to the Purchaser and upon such delivery the Purchaser shall pay or satisfy the Purchase Price in accordance with this Agreement.

ARTICLE 8
TERMINATION

Section 8.1 Termination by Purchaser

Subject to Section 5.3(2), if any of the conditions set forth in Section 6.1 have not been fulfilled or waived at or prior to Closing or any obligation or covenant of the Vendors or the Corporation to be performed at or prior to Closing has not been observed or performed by such time, the Purchaser may terminate this Agreement by notice in writing to the Vendors, and in such event the Purchaser shall be released from all obligations hereunder save and except for its obligations under Section 11.2, Section 11.3 and Section 11.5, which shall survive. The Vendors shall only be released from their obligations hereunder if the condition or conditions for the non-performance of which the Purchaser has terminated this Agreement are not reasonably capable of being performed or caused to be performed by the Vendors. If the Purchaser waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation, or covenant in whole or in part.

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Section 8.2 Termination by Vendors

Subject to Section 5.3(1), if any of the conditions set forth in Section 6.2 have not been fulfilled or waived at or prior to Closing or any obligation or covenant of the Purchaser to be performed at or prior to Closing has not been observed or performed by such time, the Vendors or the Corporation may terminate this Agreement by notice in writing to the Purchaser, and in such event the Vendors and the Corporation shall be released from all obligations hereunder save and except for this obligations under the Section 11.2, Section 11.3 and
Section 11.5 which shall survive. The Purchaser shall only be released from its obligations hereunder if the condition or conditions for the non-performance of which the Vendors or the Corporation have terminated this Agreement are not reasonably capable of being performed or caused to be performed by the Purchaser. If the Vendors or the Corporation waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.

Section 8.3 Other Termination Rights

(1) This Agreement may, by notice in writing given prior to or on the Closing Date, be terminated:

(a) by mutual consent of the Vendors, the Corporation and the Purchaser; or

(b) if any of the conditions precedent set forth in Section 6.3 have not been fulfilled or waived at or prior to Closing;

and, in such event, each Party shall be released from all obligations under this Agreement, save and except for its obligations under Section 11.2, Section 11.3 and Section 11.5 which shall survive.

Section 8.4 Effect of Termination

Each Party's right of termination under this Article 8 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. Nothing in Article 8 shall limit or affect any other rights or causes of action either the Purchaser or the Vendors may have with respect to the representations, warranties, covenants and indemnities in its favour contained in this Agreement.

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ARTICLE 9
INDEMNIFICATION

Section 9.1 Indemnification in Favour of the Purchaser

(1) Subject to Section 9.5, each Vendor shall severally indemnify and save each of the Purchaser and the Purchaser's directors, officers, agents and representatives (collectively, the "Purchaser's Indemnified Persons"), together with the Corporation and the Corporation's directors, officers, agents and representatives harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim) including legal expenses suffered by, imposed upon or asserted against any of the Purchaser's Indemnified Persons, together with the Corporation and the Corporation's directors, officers, agents and representatives as a result of, in respect of, connected with, or arising out of, under, or pursuant to any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (collectively "Damages") incurred or suffered by the Purchaser or any Affiliate thereof resulting from, relating to or constituting any breach by such Vendor of the representations and warranties of such Vendor set out in Section 3.1 herein.

(2) The Corporation shall indemnify and save the Purchaser's Indemnified Persons harmless of and from any Damages suffered by, imposed upon or asserted against any of the Purchaser's Indemnified Persons as a result of, in respect of, connected with, or arising out of, under or pursuant to:

(a) any failure of the Corporation to perform or fulfill any covenant of the Corporation under this Agreement; or

(b) any breach or inaccuracy of any representation or warranty given by the Corporation contained in this Agreement

provided that any claim against the Corporation shall be limited to an obligation to deliver additional Goldstrike Shares as set out in Section 9.4.

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Section 9.2 Indemnification in Favour of the Vendor.

The Purchaser shall indemnify and save the Vendors and the Corporation's directors, officers, employees, agents and representatives (collectively, the "Vendors' Indemnified Persons") harmless of and from any Damages suffered by, imposed upon or asserted against any of the Vendors' Indemnified Persons as a result of, in respect of, connected with, or arising out of, under or pursuant to:

(a) any failure of the Purchaser to perform or fulfil any covenant of the Purchaser under this Agreement; or

(b) any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement.

provided that any claim against the Purchaser shall be limited to an obligation to deliver additional Goldstrike Shares as set out in Section 9.5.

Section 9.3 Time Limitations

All representations and warranties set out in this Agreement and in any Ancillary Agreement shall survive the Closing and, notwithstanding the Closing or any investigation made by or on behalf of the Purchaser or the Vendors, shall continue for a period of 24 months after the Closing Date and any claim in respect thereof shall be made in writing during such time period.

Section 9.4 Limitations on Amount

(1) The Corporation will have no liability (for indemnification or otherwise) with respect to the matters described in Section 9.2 other than to permit the issuance of the additional shares of the Purchaser as set out in
Section 2.5(1)(b).

(2) The Purchaser will have no liability (for indemnification or otherwise) with respect to the matters described in Section 9.2 other than the covenant to issue additional shares set out in Section 2.5(1)(a).

Section 9.5 Procedure for Indemnification--Third Party Claims.

(1) Promptly after receipt by an indemnified party (an "Indemnified Party") under Section 9.1 or Section 9.2 of a notice of the commencement of any proceeding against it, the Indemnified Party will, if a claim is to be made against an indemnifying party under such Section, give notice to the Indemnifying Party (an "Indemnifying Party") of the commencement of such claim. The failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defence of such action is prejudiced by the Indemnified Party's failure to give such notice.

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(2) If any proceeding referred to in Section 9.5(1) (a "Proceeding") is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of the Proceeding, the Indemnifying Party will, unless the claim involves taxes, be entitled to participate in the Proceeding. Subject to the next following sentence, to the extent that the Indemnifying Party wishes to assume the defence of the Proceeding with counsel satisfactory to the Indemnified Party, it may do so provided it reimburses the Indemnified Party for all of its out-of-pocket expenses arising prior to or in connection with such assumption. The Indemnifying Party may not assume defence of the Proceeding if (i) the Indemnifying Party is also a party to the Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend the Proceeding and provide indemnification with respect to the Proceeding. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defence of the Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defence, be liable to the Indemnified Party under this Section 9.5 for any fees of other counsel or any other expenses with respect to the defence of the Proceeding, in each case subsequently incurred by the Indemnified Party in connection with the defence of the Proceeding, other than reasonable costs of investigation approved in advance by the Indemnifying Party. If the Indemnifying Party assumes the defence of a Proceeding, no compromise or settlement of such claims may be made by the Indemnifying Party without the Indemnified Party's consent unless (i) there is no finding or admission of any violation of Laws or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within ten days after receipt of such notice, give notice to the Indemnified Party of its election to assume the defence of the Proceeding, the Indemnifying Party will be bound by any determination made in the Proceeding or any compromise or settlement effected by the Indemnified Party.

(3) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle the Proceeding. In such case, the Indemnifying Party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

-53-

(4) Where the defence of a Proceeding is being undertaken and controlled by the Indemnifying Party, the Indemnified Party will use all reasonable efforts to make available to the Indemnifying Party those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in evaluating and defending any such claims. However, the Indemnifying Party shall be responsible for the expense associated with any employees made available by the Indemnified Party to the Indemnifying Party pursuant to this Section 9.5(4), which expense shall be equal to an amount to be mutually agreed upon per person per hour or per day for each day or portion thereof that the employees are assisting the Indemnifying Party and which expenses shall not exceed the actual cost to the Indemnified Party associated with the employees.

(5) With respect to any Proceeding, the Indemnified Party shall make available to the Indemnifying Party or its representatives on a timely basis all documents, records and other materials in the possession of the Indemnified Party, at the expense of the Indemnifying Party, reasonably required by the Indemnifying Party for its use in defending any such claim and shall otherwise cooperate on a timely basis with the Indemnifying Party in the defence of such claim.

(6) With respect to any re-assessment for income, corporate, sales, excise, or other tax or other liability enforceable by Lien against the property of the Indemnified Party, the Indemnifying Party's right to so contest shall only apply after payment of the re-assessment or the provision of such security as is necessary to avoid a Lien being placed on the property of the Indemnified Party.

Section 9.6 Procedure for Indemnification--Other Claims

A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is sought.

ARTICLE 10
POST-CLOSING COVENANTS

Section 10.1 Further Assurances

From time to time after the Closing Date, each Party shall, at the request of any other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively transfer the Purchased Shares to the Purchaser and carry out the intent of this Agreement and any Ancillary Agreement. In addition, the parties shall reasonably cooperate with each other in the preparation and filing of a Current Report on Form 8-K with the SEC reporting on the transactions contemplated by this Agreement within the time periods specified by such Report.

-54-

ARTICLE 11
MISCELLANEOUS

Section 11.1 Notices

Any notice, direction or other communication given under this Agreement or any Ancillary Agreement shall be in writing and given by delivering it or sending it by facsimile or other similar form of recorded communication addressed:

(a) to the Purchaser at:

Goldstrike Inc.
1055 West Hastings Street, Suite 1980 Vancouver, British Columbia
Canada
V6E 2E9

Attention: Dr. Yenyou Zhang

Telephone: (604) 688-8002

Facsimile: (604) 688-8030

with a copy to:

Gottbetter & Partners, LLP
488 Madison Avenue, 12th Floor New York, NY
10022

Attention: Kenneth S. Goodwin, Esq.

Telephone: (212) 400-6900
Facsimile: (212) 400-6901

-55-

And

Stikeman Elliott LLP
4300 Bankers Hall West
888 - 3rd Street S.W.

Calgary, Alberta T2P 5C5

Attention: Stuart M. Olley, Esq.

Telephone: (403) 266-9057

Facsimile: (403) 266-9034

(b) to the Corporation or the Vendors at:

Gran Tierra Energy Inc.
10 - 8th Avenue SW, Tenth Floor Calgary, Alberta
Canada
T2P 1G5

Attention: Dana Coffield

Telephone: (403) 537-7454

Facsimile: (403) 537-7440

with a copy to:

Osler, Hoskin & Harcourt LLP Suite 2500, 450 - 1st Street S.W. Calgary, Alberta
T2P 5H1

Attention: Don Boykiw, Esq.

Telephone: (403) 260-7000

Facsimile: (403) 260-7024

-56-

And

McGuireWoods LLP
1345 Avenue of the Americas
New York, NY 10105

Attention: Louis W. Zehil, Esq.

Telephone: (212) 548-2138
Facsimile: (212) 548-2175

Any such communication shall be deemed to have been validly and effectively given (i) if personally delivered, on the date of such delivery if such date is a Business Day and such delivery was made prior to 4:00 p.m. (Calgary time) and otherwise on the next Business Day, or (ii) if transmitted by facsimile or similar means of recorded communication on the Business Day following the date of transmission. Any Party may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to such Party at its changed address.

Section 11.2 Brokers

The Vendors shall indemnify and save harmless the Purchaser and the Corporation from and against any and all claims, losses and costs whatsoever for any commission or other remuneration payable or alleged to be payable to any broker, agent or other intermediary who purports to act or have acted for the Vendors or the Corporation. The Purchaser shall indemnify and save harmless the Vendors from and against any and all claims, losses and costs whatsoever for any commission or other remuneration payable or alleged to be payable to any broker, agent or other intermediary who purports to act or have acted for the Purchaser other than Mr. Robert Anderson who shall be issued 250,000 Purchaser Shares as a finder's fee.

Section 11.3 Announcements

At all times prior to Closing, any press release or public statement or announcement (a "Public Statement") with respect to the transaction contemplated in this Agreement shall be made only with the prior written consent and joint approval of the Corporation and the Purchaser unless such Public Statement is required by Law or by any stock exchange, in which case the Party required to make the Public Statement shall use its best efforts to obtain the approval of the other Party as to the form, nature and extent of the disclosure. After the Closing, the parties acknowledge that a public filing on Form 8K will be required to be made by the Purchaser.

-57-

Section 11.4 Third Party Beneficiaries

Except as otherwise provided in Section 9.1 and Section 9.2, the Vendors and the Purchaser intend that this Agreement shall not benefit or create any right or cause of action in, or on behalf of, any Person other than the Parties to this Agreement and no Person, other than the Parties to this Agreement shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

Section 11.5 Expenses

Except as otherwise expressly provided in this Agreement, all costs and expenses (including the fees and disbursements of legal counsel, investment advisers and accountants) incurred in connection with this Agreement, the Ancillary Agreements and the transactions contemplated therein shall be paid by the Party incurring such expenses.

Section 11.6 Amendments

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the Vendors, the Corporation and the Purchaser.

Section 11.7 Waiver

(1) No waiver of any of the provisions of this Agreement or any Ancillary Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar); nor shall such waiver be binding unless executed in writing by the Party to be bound by the waiver.

(2) No failure on the part of the Vendors, the Corporation or the Purchaser to exercise, and no delay in exercising any right under this Agreement shall operate as a waiver of such right; nor shall any single or partial exercise of any such right preclude any other or further exercise of such right or the exercise of any other right.

Section 11.8 Non-Merger

Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties shall not merge on and shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of any Party, shall continue in full force and effect. Closing shall not prejudice any right of one Party against any other Party in respect of anything done or omitted under this Agreement or in respect of any right to damages or other remedies.

-58-

Section 11.9 Entire Agreement

This Agreement together with the Ancillary Agreements constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement except as specifically set forth herein and therein and neither the Vendors nor the Purchaser has relied or is relying on any other information, discussion or understanding in entering into and completing the transactions contemplated in this Agreement and the Ancillary Agreements. If there is any conflict or inconsistency between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall govern.

Section 11.10 Successors and Assigns

(1) This Agreement shall become effective when executed by the Vendors, the Corporation and the Purchaser and after that time shall be binding upon and enure to the benefit of such parties and their respective successors and permitted assigns.

(2) Except as provided in this Section 11.10, neither this Agreement nor any of the rights or obligations under this Agreement shall be assignable or transferable by any Party without the prior written consent of the other Party. The Purchaser shall be entitled, upon giving notice to the Vendors at any time on or prior to the Closing Date, to assign this Agreement or any of the Purchaser's rights and obligations under this Agreement to any affiliate (as such term is defined under the Business Corporations Act (Alberta)) of the Purchaser subject to the following three conditions:

(a) The assignee shall become jointly and severally liable with the Purchaser, as a principal and not as a surety, with respect to all of the representations, warranties, covenants, indemnities and agreements of the Purchaser; and

(b) The assignee shall execute an agreement confirming the assignment and the assumption by the assignee of all obligations of the Purchaser under this Agreement.

Section 11.11 Severability

If any provision of this Agreement shall be determined by an arbitrator or any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

-59-

Section 11.12 Tax Election

The Parties agree that ExchangeCo and the Vendors will, at the request of each Vendor, file (and the Purchaser agrees that it will cause ExchangeCo to file) joint elections pursuant to subsection 85(1) of the Income Tax Act (Canada) in prescribed form and within the prescribed time, in the case of each such election specifying such elected amount as is designated by the Vendor. In the case of each such election, ExchangeCo's sole responsibility will be to sign the election form and provide the required information with respect to its identity, and the Vendor will be solely responsible for completing the remaining information and filing the form.

Section 11.13 Governing Law

(1) This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

(2) Each of the Parties irrevocably attorns and submits to the non-exclusive jurisdiction of the Court of Queens Bench of Alberta and the Vendors appoint Osler, Hoskin & Harcourt LLP attention Don Boykiw as agent for the service of any process with respect to any matter arising under or related to the Agreement or any Ancillary Agreement.

Section 11.14 Counterparts.

This Agreement may be executed in any number of counterparts by facsimile or otherwise and all such counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF the Parties have executed this Share Purchase Agreement.

GOLDSTRIKE INC.

Name:
Position

-60-

GRAN TIERRA ENERGY INC.

-------------------------------------      -------------------------------------
Name:                                      Name:
Position                                   Position


-------------------------------------      -------------------------------------
Jeffrey J. Scott                           Walter A. Dawson


Perfco Investments Ltd.                    KristErin Resources Inc.


By:                                        By:
   ---------------------------------          ----------------------------------


-------------------------------------      -------------------------------------
Randall Pounds                             Rafael Orunesu


-------------------------------------      -------------------------------------
Dana Coffield                              Max Hsu Wei


-------------------------------------      -------------------------------------
James Robert Hart                          Mark Wayne


-------------------------------------      -------------------------------------
Gary R. Smith                              Verne G. Johnson


-------------------------------------      -------------------------------------
Neil MacKenzie                             Frank Elliott


-------------------------------------      -------------------------------------
Luc Chartrand


Adeco Exploration Company Ltd.             1053361 Alberta Ltd.


By:                                        By:
   ---------------------------------          ----------------------------------

-61-

-------------------------------------      -------------------------------------
John Taylor                                Edward J. Muchowski


-------------------------------------      -------------------------------------
Margaret A. Dawson                         Barry R. Balsillie


-------------------------------------      -------------------------------------
Reg Greenslade                             Dale Foster


-------------------------------------      -------------------------------------
William J. Scott                           Dennis Flanagan


The Roger Tang Family Trust                MH Financial Management Ltd.


By:                                        By:
   ---------------------------------          ----------------------------------


-------------------------------------      -------------------------------------
Josef Hocher                               Keith Bekker


NBN Clearing ITF Soderglen Ranches Ltd.    NBCN Clearing Inc. ITF Jamie Mackie


By:                                        By:
   ---------------------------------          ----------------------------------


-------------------------------------      -------------------------------------
David Roger Keith                          H. Alexander Rowlands


Interstellar Enterprises Limited           411209 Alberta Ltd.


By:                                        By:
   ---------------------------------          ----------------------------------


-------------------------------------      -------------------------------------
Robert D. Steele                           James Greenslade

-62-

-------------------------------------      -------------------------------------
Ernest Yin                                 Gordon E. Skulmoski


Aran Asset Management SA                   Roytor & Co. A/C M12078211


By:                                        By:
   ---------------------------------          ----------------------------------


Ahmed Hussain Al-Khalaf                    Argentiere Ltd.
International Projects Developments        c/o MSC
Co.


By:                                        By:
   ---------------------------------          ----------------------------------


-------------------------------------      -------------------------------------
Dan Wright                                 M.C. Coffield

-63-

SCHEDULE "A"
VENDORS

SCHEDULE "B"
AUDITED FINANCIAL STATEMENTS AND INTERIM FINANCIAL STATEMENTS

SCHEDULE "C"
PERMITTED LIENS

(a) Easements, rights-of-way, servitudes, restrictions and similar rights in real property or interests therein granted or reserved to other Persons, provided that such rights do not, in the Purchaser's opinion, reduce the value of the Asset so affected or materially interfere with its use in the operation of the Business;

(b) Title defects or irregularities which are of a minor nature and which, in the Purchaser's reasonable opinion, do not reduce the value of the Asset so affected or materially interfere with its use in the operation of the Business;

(c) The reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown of any real property or any interest therein or in any comparable grant in jurisdictions other than Canada, provided they do not, in the Purchaser's reasonable opinion, reduce the value of the Asset so affected or materially interfere with its use in the operation of the Business;

(d) Liens given to a public utility or any Governmental Entity when required by such utility or Governmental Entity in connection with the operation of the Business or the ownership of the Assets, provided that the Liens do not, in the Purchaser's reasonable opinion, reduce the value of the Asset so affected or materially interfere with its use in the operation of the Business;

(e) Servicing agreements, development agreements, site plan agreements, and other agreements including, without limitation, any obligations to deliver letters of credit and other security as required, with Governmental Entities pertaining to the use or development of any of the Assets, provided they are complied with and do not in the Purchaser's reasonable opinion, reduce the value of any Asset so affected or materially interfere with its use in the operation of the Business; and

(f) Applicable municipal and other governmental restrictions, including municipal by-laws and regulations, affecting the use of land or the nature of any structures which may be erected on the land, provided such restrictions have been complied with and do not, in the Purchaser's reasonable opinion, reduce the value of the Asset so affected or materially interfere with its use in the operation of the Business.

(g) Rights of first refusal with respect to any transfer of the Corporation's interest in the Argentinean assets acquired pursuant to the Argentinean Acqusition.

SCHEDULE "D"
EXCHANGEABLE SHARE PROVISIONS

SCHEDULE "E"
OFFERING MEMORANDUM

SCHEDULE "F"
VOTING EXCHANGE AND SUPPORT AGREEMENT

SCHEDULE 3.2(a)
JURISDICTIONS IN WHICH CORPORATION CARRIES ON BUSINESS, ETC.

Alberta

Ecuador

Argentina

SCHEDULE 3.2(c)
REQUIRED AUTHORIZATIONS

SCHEDULE 3.2(i)
ORDINARY COURSE EXCEPTIONS

SCHEDULE 3.2(l)
MATERIAL AUTHORIZATIONS

SCHEDULE 3.2(q)
OWNED PROPERTIES

Nil

SCHEDULE 3.2(r)
LEASES AND LEASED PROPERTIES

o Office space at 610 - 8th Avenue S.W. Calgary, Alberta - month to month lease, 3-month cancellation, approximately $4,000 per month (inclusive).

o temporary office space in Ecuador and Argentina

o the Corporation's undivided interest in the oil and gas properties acquired pursuant to the Argentine Acquisition.

SCHEDULE 3.2(s)
MATERIAL CONTRACTS

o Engagement letters with Osler, Hoskin & Harcourt LLP, McGuireWoods LLP and Deloitte & Touche LLP for the provision of professional services.

o Employment contracts with Dana Coffield, James Hart, Max Wei and Rafael Orunesu.

o Escrow Agreement between Bank of New York, Gran Tierra Energy Inc. and Doug Won Corporation S.A. dated July, 2005.

o Trust Agreement between BBVA Banco Frances S.A., Gran Tierra Energy Argentina S.A., YPF S.A., Pluspetrol S.A. and CGC S.A. dated October, 2005.

o Assignment Agreements entered into with respect to the Argentine Acquisition

SCHEDULE 3.2(w)
INTELLECTUAL PROPERTY MATTERS

Nil

SCHEDULE 3.2(aa)
LIABILITIES

SCHEDULE 3.2(bb)
BANK ACCOUNTS AND POWERS OF ATTORNEY

(i) Bank Accounts

o CIBC Calgary - authorized signatories Dana Coffield, James Hart and Jeffery Scott.

o HSBC Buenos Aires - authorized signatories Rafael Orunescu, James Hart, Pablo De Rosso/Hugo Martelli of Martelli Abogados (Gran Tierra's Argentinean legal counsel).

(ii) Power of Attorney

o In compliance with operating standards within Argentina, the bank signatories listed above for the HSBC account have been granted limited and specific powers of attorney.

SCHEDULE 3.2(cc)
ENVIRONMENTAL MATTERS

Nil

SCHEDULE 3.2(dd)
EMPLOYEE MATTERS

- Dana Coffield

- James Hart

- Max Wei

- Rafael Orunescu

- Carmen Nuefeld

- Heather Campbell

SCHEDULE 3.2(ff)
INSURANCE

- Directors and Officers Insurance - ACE INA, $10 million limit, premium $77,000 in accordance with term sheet dated November 1, 2005.

SCHEDULE 3.2(gg)
LITIGATION

Nil

SCHEDULE 4.1(x)
CONTRACTS

SCHEDULE 4.1(dd)
CERTAIN BUSINESS RELATIONS WITH AFFILIATES

SCHEDULE 4.1(gg)
ACCOUNTANTS

SCHEDULE 6.1(c)
REQUIRED CONSENTS AND AUTHORIZATIONS

None.

SCHEDULE 6.1(d)(v)
FORM OF VENDOR'S OPINION

SCHEDULE 6.1(d)(vii)
EVIDENCE OF TRANSFER OF SHARES

SCHEDULE 6.2(c)(iii)
FORM OF PURCHASER'S OPINION

ASSIGNMENT AGREEMENT

This Agreement dated as of the 10th day of November, 2005

BETWEEN:

GOLDSTRIKE INC.
Incorporated under the laws of the State of Nevada
(herein called "Goldstrike")

- AND -

GRAN TIERRA GOLDSTRIKE INC.
Incorporated under the laws of the Province of Alberta
(herein called "ExchangeCo")

WHEREAS:

A. Goldstrike is a party to a share purchase agreement (the "Assumed Contract") dated November 10, 2005 among Gran Tierra Energy Inc. ("Gran Tierra"), the vendors named in the Assumed Contract, as vendors, and Goldstrike, as purchaser, pursuant to which Goldstrike has agreed to purchase certain securities of Gran Tierra Energy Inc; and

B. Goldstrike wishes to assign and ExchangeCo wishes to assume Goldstrike's rights and obligations under the Assumed Contract effective November 10, 2005 (the "Effective Date").

WITNESSES THAT in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each of the parties), the parties covenant and agree as follows:

1. ASSIGNMENT OF ASSUMED CONTRACT

1.1. Goldstrike hereby absolutely assigns, transfers and sets over unto ExchangeCo as and from the Effective Date, with respect to the Assumed Contract:

1.1.1 all the rights, title and interest of Goldstrike in, to, under and in respect of the Assumed Contract;

1.1.2 the benefit of all covenants and agreements and guarantees and indentures (the "Covenants") in respect of the Assumed Contract;

with full power and authority to demand or sue for performance of the Covenants, in the name of Goldstrike, but at the cost and expense of ExchangeCo.

-2-

1.2. ExchangeCo hereby assumes the obligations and liabilities of Goldstrike under the Assumed Contract arising or to be performed from and after the Effective Date, including but not limited to all covenants of confidentiality, and agrees to indemnify and save harmless Goldstrike with respect to all Damages (as defined in the Assumed Contract) arising from or in connection with, or resulting from, any breach or non-observance by ExchangeCo or those for whom it is responsible in law, from and after the Effective Date of any of ExchangeCo's obligations and liabilities under the Assumed Contract.

1.3. Without limiting paragraph 1.2, ExchangeCo confirms and agrees that from the Effective Date it shall be liable as a principal and not as a surety in respect of the representations, warranties, covenants, indemnities and agreements of Goldstrike as contained in the Assumed Contract.

2. GOLDSTRIKE'S COVENANTS

2.1. Goldstrike covenants and agrees:

2.1.1 to pay all costs in respect of obligations which arise prior to the Effective Date which are the responsibility of Goldstrike under the Assumed Contract; and

2.1.2 that it will remain responsible to ExchangeCo for liabilities for obligations under the Assumed Contract arising or to be performed prior to the Effective Date and defaults of Goldstrike under the Assumed Contract either incurred or committed prior to the Effective Date and agrees to indemnify and save harmless ExchangeCo with respect to all Damages arising from or in connection with, or resulting from, any breach or non-observance by Goldstrike or those for whom it is responsible in law, prior to the Effective Date, of any of Goldstrike's obligations and liabilities under the Assumed Contract.

3. MISCELLANEOUS

3.1. In this Agreement, where the context so requires, the singular of any word includes the plural, and vice versa, the use of any term is generally applicable to any gender and, where applicable, to a corporation.

3.2. The headings in this Agreement are inserted for convenience of reference only and shall not constitute a part hereof and are not to be considered in the interpretation hereof.

3.3. Each of the parties hereto shall at all times after the date of this Agreement execute and do all such further deeds, acts things and assurances as may be reasonably requisite to carry out the intent of this Agreement.

-3-

3.4. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

3.5. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein and shall be treated in all respects as an Alberta contract.

3.6. This Agreement may not be modified or amended except in writing signed by the parties hereto.

3.7. The provisions of this Agreement shall survive the Closing (as defined in the Assumed Contract).

3.8. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. This Agreement may be executed and delivered by facsimile transmission.

IN WITNESS OF WHICH this Agreement has been executed as of the day and year first above written.

GOLDSTRIKE INC.

Per:
Name:
Title:

GRAN TIERRA GOLDSTRIKE INC.

Per:
Name:
Title:

ACCEPTED AND AGREED TO:

GRAN TIERRA ENERGY INC.

Per:
Name:
Title:

VOTING EXCHANGE AND SUPPORT AGREEMENT

GOLDSTRIKE INC.

("Goldstrike")

and

1203647 ALBERTA INC.

("Callco")

and

GRAN TIERRA GOLDSTRIKE INC.

(the "Corporation")

and

Olympia Trust Company

(the "Trustee")

Voting Exchange and Support Agreement

This 10th day of November, 2005

                                TABLE OF CONTENTS

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1    DEFINITIONS.....................................................2
SECTION 1.2    GENDER AND NUMBER...............................................5
SECTION 1.3    HEADINGS........................................................5
SECTION 1.4    DATE FOR ANY ACTION.............................................5

                                    ARTICLE 2
                              PURPOSE OF AGREEMENT

SECTION 2.1    ESTABLISHMENT OF TRUST..........................................5

                                    ARTICLE 3
                              SPECIAL VOTING SHARE

SECTION 3.1    ISSUE AND OWNERSHIP OF THE SPECIAL VOTING SHARE.................6
SECTION 3.2    LEGENDED SHARE CERTIFICATES.....................................6
SECTION 3.3    SAFE KEEPING OF CERTIFICATE.....................................6

                                    ARTICLE 4
                            EXERCISE OF VOTING RIGHTS

SECTION 4.1    VOTING RIGHTS...................................................7
SECTION 4.2    NUMBER OF VOTES.................................................7
SECTION 4.3    MAILINGS TO SHAREHOLDERS........................................7
SECTION 4.4    COPIES OF SHAREHOLDER INFORMATION...............................9
SECTION 4.5    OTHER MATERIALS.................................................9
SECTION 4.6    LIST OF PERSONS ENTITLED TO VOTE...............................10
SECTION 4.7    ENTITLEMENT TO DIRECT VOTES....................................10
SECTION 4.8    VOTING BY TRUSTEE AND ATTENDANCE OF TRUSTEE
               REPRESENTATIVE AT MEETING......................................10
SECTION 4.9    DISTRIBUTION OF WRITTEN MATERIALS..............................11
SECTION 4.10   TERMINATION OF VOTING RIGHTS...................................11

                                    ARTICLE 5
                    INSOLVENCY AND AUTOMATIC EXCHANGE RIGHTS

SECTION 5.1    GRANT AND OWNERSHIP OF EXCHANGE RIGHTS.........................12
SECTION 5.2    LEGENDED SHARE CERTIFICATES....................................13
SECTION 5.3    INSOLVENCY EXCHANGE RIGHT......................................13
SECTION 5.4    EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO
               RETRACTION.....................................................15
SECTION 5.5    NOTICE OF INSOLVENCY EVENT.....................................16
SECTION 5.6    AUTOMATIC EXCHANGE ON LIQUIDATION OF GOLDSTRIKE................16


                                      (i)

                                    ARTICLE 6
             CERTAIN RIGHTS OF CALLCO TO ACQUIRE EXCHANGEABLE SHARES

SECTION 6.1    ACKNOWLEDGEMENT................................................18
SECTION 6.2    CALLCO LIQUIDATION CALL RIGHT..................................18
SECTION 6.3    CALLCO REDEMPTION CALL RIGHT...................................19
SECTION 6.4    CALLCO RETRACTION CALL RIGHT...................................20
SECTION 6.5    CHANGE OF LAW CALL RIGHT.......................................22

                                    ARTICLE 7
                       WITHHOLDING RIGHTS AND STAMP TAXES

SECTION 7.1    WITHHOLDING RIGHTS.............................................23
SECTION 7.2    STAMP TAXES....................................................24

                                    ARTICLE 8
            RESTRICTIONS ON ISSUE OF GOLDSTRIKE SPECIAL VOTING SHARES

SECTION 8.1    ISSUE OF ADDITIONAL SHARES.....................................24

                                    ARTICLE 9
                             CONCERNING THE TRUSTEE

SECTION 9.1    POWERS AND DUTIES OF THE TRUSTEE...............................24
SECTION 9.2    ACCEPTANCE OF TRUST............................................26
SECTION 9.3    NO CONFLICT OF INTEREST........................................26
SECTION 9.4    DEALINGS WITH TRANSFER AGENTS, REGISTRARS, ETC.................27
SECTION 9.5    BOOKS AND RECORDS..............................................27
SECTION 9.6    INCOME TAX RETURNS AND REPORTS.................................28
SECTION 9.7    ACTION OF BENEFICIARIES........................................28
SECTION 9.8    EXPERTS, ADVISERS AND AGENTS...................................29
SECTION 9.9    TRUSTEE NOT REQUIRED TO GIVE SECURITY..........................29
SECTION 9.10   AUTHORITY TO CARRY ON BUSINESS.................................29
SECTION 9.11   CONFLICTING CLAIMS.............................................30
SECTION 9.12   MERGER.........................................................30
SECTION 9.13   INDEMNIFICATION................................................31
SECTION 9.14   RESIGNATION....................................................32
SECTION 9.15   REMOVAL........................................................32
SECTION 9.16   SUCCESSOR TRUSTEE..............................................32
SECTION 9.17   NOTICE OF SUCCESSOR TRUSTEE....................................33
SECTION 9.18   INDEMNIFICATION PRIOR TO CERTAIN ACTIONS BY TRUSTEE............33
SECTION 9.19   RELIANCE UPON DECLARATIONS.....................................33
SECTION 9.20   EVIDENCE AND AUTHORITY TO TRUSTEE..............................34
SECTION 9.21   TRUSTEE NOT BOUND TO ACT ON REQUEST............................35


                                      (ii)

                                   ARTICLE 10
                                  COMPENSATION

SECTION 10.1   FEES AND EXPENSES OF THE TRUSTEE...............................35

                                   ARTICLE 11
                         REPRESENTATIONS, WARRANTIES AND
                   COVENANTS OF GOLDSTRIKE AND THE CORPORATION

SECTION 11.1   COVENANTS OF GOLDSTRIKE REGARDING EXCHANGEABLE SHARES..........35
SECTION 11.2   NOTIFICATION OF CERTAIN EVENTS.................................37
SECTION 11.3   DELIVERY OF SHARES BY GOLDSTRIKE...............................38
SECTION 11.4   DELIVERY OF SHARES.............................................38
SECTION 11.5   QUALIFICATION OF GOLDSTRIKE SHARES.............................38
SECTION 11.6   ECONOMIC EQUIVALENCE...........................................38
SECTION 11.7   OWNERSHIP OF OUTSTANDING SHARES; VOTING........................41
SECTION 11.8   GOLDSTRIKE AND AFFILIATES NOT TO VOTE EXCHANGEABLE SHARES......41
SECTION 11.9   TENDER OFFERS, ETC.............................................41
SECTION 11.10  TENDER OFFERS..................................................42
SECTION 11.11  REPRESENTATIONS AND WARRANTIES OF GOLDSTRIKE...................42
SECTION 11.12  RESERVATION OF GOLDSTRIKE SHARES...............................43
SECTION 11.13  MERGER, AMALGAMATION OR BUSINESS COMBINATION...................43

                                   ARTICLE 12
                     AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

SECTION 12.1   AMENDMENTS, MODIFICATIONS, ETC.................................43
SECTION 12.2   CHANGES IN CAPITAL OF GOLDSTRIKE AND THE CORPORATION...........43

                                   ARTICLE 13
                                   TERMINATION

SECTION 13.1   TERM...........................................................44

                                   ARTICLE 14
                                     GENERAL

SECTION 14.1   SEVERABILITY...................................................44
SECTION 14.2   ENUREMENT......................................................44
SECTION 14.3   NOTICES TO PARTIES.............................................44
SECTION 14.4   RISK OF PAYMENTS BY POST.......................................47
SECTION 14.5   COUNTERPARTS...................................................47
SECTION 14.6   JURISDICTION...................................................47

ADDENDA

SCHEDULE "A"
SCHEDULE "B"
DETAILS OF THE GOLDSTRIKE SPECIAL VOTING SHARE

(iii)

VOTING EXCHANGE AND SUPPORT AGREEMENT

THIS AGREEMENT is entered into as of this 10th day of November, 2005, by GOLDSTRIKE INC., a corporation incorporated under the laws of Nevada ("Goldstrike"), 1203647 ALBERTA INC., a corporation incorporated under the laws of Alberta ("Callco"), GRAN TIERRA GOLDSTRIKE INC., a corporation incorporated under the laws of Alberta (the "Corporation"), and Olympia Trust Company, a corporation authorized under the laws of Alberta to carry on the business of a trustee (the "Trustee").

WHEREAS, pursuant to a share purchase agreement dated effective November 10, 2005 (the "Acquisition Agreement"), by and among Goldstrike, Gran Tierra Energy Inc. and the holders (the "Holders") of the issued and outstanding shares in the capital of Gran Tierra Energy, Inc. specified therein, the parties thereto agreed that on the closing of the transactions contemplated under the Acquisition Agreement, the parties hereto would execute and deliver a Voting, Exchange and Support Agreement containing the terms and conditions set forth as an Exhibit to the Acquisition Agreement;

AND WHEREAS, pursuant to the Acquisition Agreement, the Corporation has issued to certain of the Holders certain exchangeable shares of the Corporation (the "Exchangeable Shares") having the rights, privileges, restrictions and conditions set forth in Schedule "A" annexed hereto (the "Exchangeable Share Provisions");

AND WHEREAS the parties hereto desire to make appropriate provision and to establish a procedure whereby voting rights in Goldstrike shall be exercisable by the Trustee in accordance with instructions given to him by the Beneficiaries (as hereinafter defined), and in connection therewith, Goldstrike is to issue to the Trustee, for the benefit of the Beneficiaries, pursuant to the Acquisition Agreement, one preferred share in the capital of Goldstrike designated as a "special voting share", $0.001 par value (the "Goldstrike Special Voting Share") having attached thereto the rights, privileges, restrictions and conditions set forth in Schedule "B" annexed hereto;

AND WHEREAS Callco is to grant to and in favour of the Trustee, for the benefit of the Beneficiaries, the right, in the circumstances set forth herein, to require Callco to purchase from the Beneficiaries all or any part of the Exchangeable Shares held by the Beneficiaries;

NOW THEREFORE, in consideration of the respective covenants and agreements provided in this agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions

Where used herein or in any amendments hereto or in any communications required or permitted to be given hereunder, the following capitalized terms shall have the following meanings, unless the context otherwise requires:

"Acquisition Agreement" has the meaning ascribed thereto in the recitals hereto.

"Act" means the Business Corporations Act (Alberta), as amended, consolidated or re-enacted from time to time.

"Affiliate" shall have the meaning ascribed thereto in the Act.

"Automatic Exchange Rights" means the benefit of the obligation of Callco to effect the automatic exchange of Exchangeable Shares for Goldstrike Shares pursuant to Section 5.6 hereof upon the occurrence of a Liquidation Event.

"Automatic Redemption Date" has the meaning ascribed thereto in the Exchangeable Share Provisions.

"Beneficiaries" means the registered holders from time to time of Exchangeable Shares, other than Goldstrike, Callco and their Affiliates.

"Beneficiary Votes" has the meaning ascribed thereto in Section 4.2.

"Board of Directors" means the board of directors of the Corporation.

"Business Day" means any day, other than a Saturday, a Sunday or a day when banks are not generally open for business in Calgary, Alberta.

"Call  Rights"  means  the  Liquidation  Call  Right,   Redemption  Call  Right,
Retraction Call Right or the Change of Law Call Rights.

"Canadian   Dollar   Equivalent"  has  the  meaning   ascribed  thereto  in  the
Exchangeable Share Provisions.

"Change of Law" means any amendment to the ITA and other applicable provincial income tax laws that permits beneficial holders of Exchangeable Shares who are resident in Canada to hold the Exchangeable Shares as capital property and deal at arm's length with Goldstrike and the Corporation (all for the purposes of the ITA and other applicable provincial income tax laws) to exchange their Exchangeable Shares for Goldstrike Shares on a basis that will not require such holders to recognize any gain or loss or any actual or deemed dividend in respect of such exchange for the purposes of the ITA or applicable provincial income tax laws.

"Change of Law Call Date" has the meaning ascribed thereto in Section 6.5.

"Change of Law Call Right" has the meaning ascribed thereto in Section 6.5.

"Change of Law Purchase Price" has the meaning ascribed thereto in Section 6.5.

"Current Market Price" has the meaning ascribed thereto in the Exchangeable Share Provisions.

"Effective Date" means the date of issuance of the Exchangeable Shares.

"Exchangeable Share Consideration" has the meaning ascribed thereto in the Exchangeable Share Provisions.

"Exchangeable Share Provisions" has the meaning ascribed thereto in the recitals hereto.

"Exchangeable Shares" has the meaning ascribed thereto in the recitals hereto.

"Goldstrike Consent" means any written consent sought by Goldstrike from the holders of Goldstrike Shares.

"Goldstrike Meeting" means any meeting of shareholders of Goldstrike at which holders of Goldstrike Shares are entitled to vote.

"Goldstrike Shares" means the common shares of $.001 par value per share in the capital of Goldstrike.

"Goldstrike Special Voting Share" has the meaning ascribed thereto in the recitals hereto.

"Holder(s)" has the meaning ascribed thereto in the recitals hereto.

"Insolvency Event" means (i) the institution by the Corporation of any proceeding to be adjudicated a bankrupt or insolvent or to be dissolved or wound-up, or the consent of the Corporation to the institution of bankruptcy, insolvency, dissolution or winding-up proceedings against it, or (ii) the filing of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including without limitation the Companies Creditors' Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the failure by the Corporation to contest in good faith any such proceedings commenced in respect of the Corporation within 15 days of becoming aware thereof, or the consent by the Corporation to the filing of any such petition or to the appointment of a receiver, or (iii) the making by the Corporation of a general assignment for the benefit of creditors, or the admission in writing by the Corporation of its inability to pay its debts generally as they become due, or (iv) the Corporation not being permitted, pursuant to liquidity or solvency requirements of applicable law, to redeem any Retracted Shares pursuant to the Exchangeable Share Provisions.

"Insolvency Exchange Right" means the benefit of the obligation of Callco to effect the exchange of Exchangeable Shares for Goldstrike Shares pursuant to
Section 5.3 hereof upon the occurrence of an Insolvency Event.

"ITA" means the Income Tax Act (Canada), as amended.

"Liquidation Call Purchase Price" has the meaning ascribed thereto in Section 6.2.

"Liquidation Call Right" has the meaning ascribed thereto in Section 6.2.

"Liquidation Event" has the meaning ascribed thereto in Section 5.6.

"Liquidation Event Effective Time" means the effective time of a Liquidation Event.

"List" has the meaning ascribed thereto in Section 4.6.

"Officer's Certificate" means, with respect to Goldstrike or the Corporation, a certificate signed on behalf of such entity by any one of the Chairman of the Board, the Vice-Chairman of the Board, the Chief Executive Officer, the President or the Chief Financial Officer of Goldstrike or the Corporation, as the case may be.

"Person" includes an individual, body corporate, partnership, company, unincorporated syndicate or organization, trust, trustee, executor, administrator and other legal representative.

"Redemption Call Purchase Price" has the meaning ascribed thereto in Section 6.3.

"Redemption Call Right" has the meaning ascribed thereto in Section 6.3.

"Retracted Shares" has the meaning ascribed thereto in Section 5.4.

"Retraction Call Purchase Price" has the meaning ascribed thereto in Section 6.4.

"Retraction Call Right" has the meaning ascribed thereto in Section 6.4.

"Retraction Date" has the meaning ascribed thereto in the Exchangeable Share Provisions.

"Retraction Request" has the meaning ascribed thereto in the Exchangeable Share Provisions.

"Securities Act" has the meaning ascribed thereto in Section 11.5.

"Subsidiary", in relation to any person, means any body corporate, partnership, joint venture, association or other entity of which more than 50% of the total voting power of shares or units of ownership or beneficial interest entitled to vote in the election of directors (or members of a comparable governing body) is owned or controlled, directly or indirectly, by such person.

"Trust Estate" means the Goldstrike Special Voting Share, any other securities, the Insolvency Exchange Right, the Automatic Exchange Rights and any money or other property which may be held by the Trustee from time to time pursuant to this Agreement.

"Voting Rights" means the voting rights attached to the Goldstrike Special Voting Share as set forth in Schedule "B" annexed hereto.

Section 1.2 Gender and Number

Any reference in this Agreement to gender includes all genders, and words imparting the singular number only shall include the plural and vice versa.

Section 1.3 Headings

The provision of a table of contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

Section 1.4 Date for Any Action

If any date on which any action is required to be taken under this Agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

ARTICLE 2
PURPOSE OF AGREEMENT

Section 2.1 Establishment of Trust

The purpose of this Agreement is to create the Trust for the benefit of the Beneficiaries, as herein provided. The Trustee will hold the Goldstrike Special Voting Share in order to enable the Trustee to exercise the Voting Rights and will hold the Automatic Exchange Rights and the Insolvency Exchange Right in order to enable the Trustee to exercise such rights, in each case as trustee for and on behalf of the Beneficiaries as provided in this Agreement.

ARTICLE 3
SPECIAL VOTING SHARE

Section 3.1 Issue and Ownership of the Special Voting Share

Immediately following execution of this Agreement, Goldstrike shall issue to the Trustee the Goldstrike Special Voting Share (and shall deliver the certificate representing such share to the Trustee) to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this Agreement. Goldstrike hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the issuance of the Goldstrike Special Voting Share by Goldstrike to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Goldstrike Special Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Goldstrike Special Voting Share provided that the Trustee shall:

(a) hold the Goldstrike Special Voting Share and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and

(b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Goldstrike Special Voting Share and the Goldstrike Special Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.

Section 3.2 Legended Share Certificates

The Corporation will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of their right to instruct the Trustee with respect to the exercise of the Voting Rights in respect of the Exchangeable Shares of the Beneficiaries.

Section 3.3 Safe Keeping of Certificate

The certificate representing the Goldstrike Special Voting Share shall at all times be held in safe keeping by the Trustee or its duly authorized agent.

ARTICLE 4
EXERCISE OF VOTING RIGHTS

Section 4.1 Voting Rights

The Trustee, as the holder of record of the Goldstrike Special Voting Share, shall be entitled to all of the Voting Rights, including the right to vote in person or by proxy attaching to the Goldstrike Special Voting Share on any matters, questions, proposals or propositions whatsoever that may properly come before the shareholders of Goldstrike at any Goldstrike Meeting. The Voting Rights shall be and remain vested in and exercised by the Trustee subject to the terms of this Agreement. The Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this Article 4 from Beneficiaries on the record date established by Goldstrike or by applicable law for such Goldstrike Meeting who are entitled to instruct the Trustee as to the voting thereof. To the extent that no instructions are received from a Beneficiary with respect to the Voting Rights to which such Beneficiary is entitled, the Trustee shall not exercise or permit the exercise of such Voting Rights.

Section 4.2 Number of Votes

With respect to all Goldstrike Meetings and Goldstrike Consents, each Beneficiary shall be entitled to instruct the Trustee to cast and exercise the votes comprised in the Voting Rights for each Exchangeable Share owned of record by such Beneficiary on the record date established by Goldstrike or by applicable law for such Goldstrike Meeting or Goldstrike Consent, as the case may be (the "Beneficiary Votes"), in respect of each matter, question, proposal or proposition to be voted on at such Goldstrike Meeting or by such Goldstrike Consent.

Any Beneficiary who chooses to attend a Goldstrike Meeting in person will be entitled to one vote on a show of hands.

Section 4.3 Mailings to Shareholders

(1) With respect to each Goldstrike Meeting and Goldstrike Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Goldstrike utilizes in communications to holders of Goldstrike Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee and upon the Trustee being advised in writing of such method) to each of the Beneficiaries named in the List (referred to in Section 4.6 below), such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Goldstrike to its shareholders:

(a) a copy of such notice, together with any related materials, including, without limitation, any circular or information statement or listing particulars, to be provided to shareholders of Goldstrike;

(b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Goldstrike Meeting or Goldstrike Consent, as the case may be, or, pursuant to Section 4.7 in the case of a Goldstrike Meeting, to attend such Goldstrike Meeting and to exercise personally the Beneficiary Votes thereat;

(c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give:

(i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or

(ii) a proxy to a designated agent or other representative of the management of Goldstrike to exercise such Beneficiary Votes;

(d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised;

(e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and

(f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of any Goldstrike Meeting shall not be later than the close of business on the third Business Day prior to such meeting, and of the method for revoking or amending such instructions.

(2) The materials referred to in this Section 4.3 are to be provided to the Trustee by Goldstrike, and the materials referred to in Section 4.3(1)(c),
Section 4.3(1)(e) and Section 4.3(1)(f) shall be subject to reasonable comment by the Trustee in a timely manner. Goldstrike shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Goldstrike Shares. Goldstrike agrees not to communicate with holders of Goldstrike Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries.

(3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Goldstrike Meeting or Goldstrike Consent, the number of Exchangeable Shares owned of record by the Beneficiaries shall be determined at the close of business on the record date established by Goldstrike or by applicable law for purposes of determining shareholders entitled to vote at such Goldstrike Meeting or to approve such Goldstrike Consent, as the case may be. Goldstrike will notify the Trustee in writing of any decision of the Board of Directors of Goldstrike with respect to the calling of any Goldstrike Meeting or requesting any Goldstrike Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Section 4.4 Copies of Shareholder Information

Goldstrike will deliver to the Trustee copies of all proxy materials (including notices of Goldstrike Meetings but excluding proxies to vote Goldstrike Shares), information statements, reports (including without limitation, all interim and annual financial statements) and other written communications that, in each case, are to be distributed by Goldstrike from time to time to holders of Goldstrike Shares in sufficient quantities and in sufficient time so as to enable the Trustee to send those materials to each Beneficiary at the same time as such materials are first sent to holders of Goldstrike Shares. The Trustee will mail or otherwise send to each Beneficiary, at the expense of Goldstrike, copies of all such materials (and all materials specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by Goldstrike) received by the Trustee from Goldstrike contemporaneously with the sending of such materials to holders of Goldstrike Shares.

Section 4.5 Other Materials

As soon as reasonably practicable after receipt by Goldstrike or shareholders of Goldstrike (if such receipt is known by Goldstrike) of any material sent or given by or on behalf of a third party to holders of Goldstrike Shares generally, including without limitation, dissident proxy and information circulars (and related information and material) and take-over bid and securities exchange take-over bid circulars (and related information and material), provided such material has not been sent to the Beneficiaries by or on behalf of such third party, Goldstrike shall use its reasonable efforts to obtain and deliver to the Trustee copies thereof in sufficient quantities so as to enable the Trustee to forward such material (unless the same has been provided directly to Beneficiaries by such third party) to each Beneficiary as soon as possible thereafter. As soon as reasonably practicable after receipt thereof, the Trustee will mail or otherwise send to each Beneficiary, at the expense of Goldstrike, copies of all such materials received by the Trustee from Goldstrike.

Section 4.6 List of Persons Entitled to Vote

The Corporation shall, (a) prior to each annual, general and extraordinary Goldstrike Meeting and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a "List") of the names and addresses of the Beneficiaries arranged in alphabetical order and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Goldstrike Meeting or Goldstrike Consent, at the close of business on the record date established by Goldstrike or pursuant to applicable law for determining the holders of Goldstrike Shares entitled to receive notice of and/or to vote at such Goldstrike Meeting or to give such Goldstrike Consent. Each such List shall be delivered to the Trustee promptly after receipt by the Corporation of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to permit the Trustee to perform its obligations under this Agreement. Goldstrike agrees to give the Corporation notice (with a copy to the Trustee) of the calling of any Goldstrike Meeting or seeking of any Goldstrike Consent, together with the record date therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable the Corporation to perform its obligations under this Section 4.6.

Section 4.7 Entitlement to Direct Votes

Subject to Section 4.8, any Beneficiary named in a List prepared in connection with any Goldstrike Meeting or Goldstrike Consent will be entitled
(a) to instruct the Trustee in the manner described in Section 4.3 with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled or (b), in the case of a Goldstrike Meeting, to attend such meeting and personally exercise thereat, as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled.

Section 4.8 Voting by Trustee and Attendance of Trustee Representative at Meeting

(1) In connection with each Goldstrike Meeting and Goldstrike Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Beneficiary pursuant to Section 4.3, the Beneficiary Votes as to which such Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that such written instructions are received by the Trustee from the Beneficiary prior to the time and date fixed by the Trustee for receipt of such instruction in the notice given by the Trustee to the Beneficiary pursuant to Section 4.3.

(2) Subject to the receipt of instructions from a Beneficiary pursuant to
Section 4.3 and any notice to the contrary, the Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights to attend each Goldstrike Meeting. Upon submission by a Beneficiary (or its designee) of identification satisfactory to the Trustee's representative, and at the Beneficiary's request, such representative shall sign and deliver to such Beneficiary (or its designee) a proxy to exercise personally the Beneficiary Votes as to which such Beneficiary is otherwise entitled hereunder to direct the vote, if such Beneficiary either (i) has not previously given the Trustee instructions pursuant to Section 4.3 in respect of such meeting, or (ii) submits to such representative written revocation of any such previous instructions. At such meeting, the Beneficiary exercising such Beneficiary Votes shall have the same rights as the Trustee to speak at the meeting in respect of any matter, question, proposal or proposition, to vote by way of ballot at the meeting in respect of any matter, question, proposal or proposition, and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition.

Section 4.9 Distribution of Written Materials

Any written materials distributed by the Trustee pursuant to this Agreement shall be sent by mail (or otherwise communicated in the same manner as Goldstrike utilizes in communications to holders of Goldstrike Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee and upon the Trustee being advised in writing of such method) to each Beneficiary at its address as shown on the books of the Corporation. Goldstrike agrees not to communicate with holders of Goldstrike Shares with respect to such written materials otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. The Corporation shall provide or cause to be provided to the Trustee for purposes of communication, on a timely basis and without charge or other expense:

(a) a current List; and

(b) upon the request of the Trustee, mailing labels to enable the Trustee to carry out its duties under this Agreement.

Section 4.10 Termination of Voting Rights

All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Callco and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the occurrence of the automatic exchange of Exchangeable Shares for Goldstrike Shares, as specified in Article 5 (unless Callco shall not have delivered the requisite Goldstrike Shares issuable in exchange therefor to the Trustee pending delivery to the Beneficiaries), or (ii) the retraction or redemption of Exchangeable Shares pursuant to section 6 or 7 of the Exchangeable Share Provisions respectively, or (iii) the effective date of the liquidation, dissolution or winding-up of the Corporation pursuant to section 5 of the Exchangeable Share Provisions, or (iv) the purchase of Exchangeable Shares from the holder thereof by Callco pursuant to the exercise by Callco of any of the Call Rights.

ARTICLE 5
INSOLVENCY AND AUTOMATIC EXCHANGE RIGHTS

Section 5.1 Grant and Ownership of Exchange Rights

(1) Goldstrike and Callco hereby agree with the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries that the Trustee shall have (i) the Insolvency Exchange Right, and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. The Insolvency Exchange Right shall represent an agreement on the terms set out herein between Callco and the Trustee (acting on behalf of the Beneficiaries) that upon the occurrence of an Insolvency Event, Callco will purchase from each and every Beneficiary all of the Exchangeable Shares held by such Beneficiary. The Automatic Exchange Rights shall represent an agreement on the terms set out herein between Callco and the Trustee (acting on behalf of the Beneficiaries) that Callco will purchase and be deemed to purchase the outstanding Exchangeable Shares immediately prior to the Liquidation Event Effective Time. Callco hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for agreeing with the Trustee to be bound by the Insolvency Exchange Right and the Automatic Exchange Rights.

(2) During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

(a) hold the Insolvency Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and

(b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Insolvency Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

(3) The obligations of Goldstrike to issue Goldstrike Shares to or as directed by Callco so as to enable Callco to deliver such shares pursuant to the Insolvency Exchange Right or the Automatic Exchange Rights are subject to all applicable laws and regulatory requirements.

Section 5.2 Legended Share Certificates

The Corporation will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of the Insolvency Exchange Right and the Automatic Exchange Rights.

Section 5.3 Insolvency Exchange Right

(1) Upon the occurrence and during the continuation of an Insolvency Event, each Beneficiary shall be entitled to instruct the Trustee to exercise the Insolvency Exchange Right in respect of all or any portion of the Exchangeable Shares held by the Beneficiary and thereby require Callco to purchase such Exchangeable Shares from the Beneficiary in accordance with the provisions of this Agreement.

(2) The purchase price payable by Callco for each Exchangeable Share to be purchased by Callco under the Insolvency Exchange Right shall be an amount per share equal to (i) the Current Market Price of a Goldstrike Share on the last Business Day prior to the day of closing of the purchase and sale of such Exchangeable Share under the Insolvency Exchange Right, which shall be satisfied in full by Callco delivering or causing to be delivered to such holder one Goldstrike Share, plus (ii) to the extent not paid by the Corporation on the designated payment date therefor, an additional amount equal to and in full satisfaction of the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the closing of the purchase and sale. In connection with each exercise of the Insolvency Exchange Right, Callco shall provide to the Trustee an Officer's Certificate setting forth the calculation of the purchase price for each Exchangeable Share. The purchase price for each such Exchangeable Share so purchased may be satisfied only by Callco delivering or causing to be delivered to the Trustee, on behalf of the relevant Beneficiary, one Goldstrike Share and on the applicable payment date a cheque for the balance, if any, of the purchase price, less any amounts withheld pursuant to Section 7.1. Upon payment by Callco of such purchase price the relevant Beneficiary shall cease to have any right to be paid by the Corporation any amount in respect of declared and unpaid dividends on each such Exchangeable Share.

(3) To exercise the Insolvency Exchange Right, the Trustee shall deliver to Callco, in person or by certified or registered mail, at its head office or at such other place as Callco may from time to time designate by written notice to the Trustee, with a copy to the Corporation at its principal executive offices or at such other place as the Corporation may from time to time designate by written notice to the Trustee, the certificates representing the Exchangeable Shares which the Beneficiary desires Callco to purchase, duly endorsed for transfer to Callco, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the constating documents of the Corporation and such additional documents and instruments as Callco may reasonably require, together with:

(a) a duly completed form of notice of exercise of the Insolvency Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates:

(i) stating that the Trustee is exercising the Insolvency Exchange Right on behalf of the Beneficiary so as to require Callco to purchase from the Beneficiary the number of Exchangeable Shares specified therein;

(ii) containing confirmation from the Beneficiary that the Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Callco free and clear of all liens, hypothecs, pledges, encumbrances, security interests, options, restrictions, proxies and adverse claims, except as set forth herein and in the Exchangeable Share Provisions; and

(iii) setting out the address of the Persons to whom the Exchangeable Share Consideration should be delivered; and

(b) payment (or evidence satisfactory to the Corporation and Callco of payment) of the taxes (if any) payable as contemplated by Section 7.2 hereof.

(4) If only part of the Exchangeable Shares represented by any certificate delivered to Callco are to be purchased by Callco under the Insolvency Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the Beneficiary at the expense of the Corporation.

(5) Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Callco to purchase under the Insolvency Exchange Right (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Insolvency Exchange Right), duly endorsed for transfer to Callco, which notice to Callco and the Corporation shall constitute exercise of the Insolvency Exchange Right by the Trustee on behalf of the Beneficiary, Callco shall promptly thereafter transfer to the Beneficiary the Exchangeable Share Consideration deliverable in connection with the exercise of the Insolvency Exchange Right; provided, however, that no such delivery shall be made unless and until the Beneficiary shall have paid (or provided evidence satisfactory to the Corporation and Callco of the payment of) the taxes (if any) payable as contemplated by Section 7.2 hereof. Immediately upon the giving of notice by the Trustee, on behalf of a Beneficiary, to Callco and the Corporation of the exercise of the Insolvency Exchange Right, as provided in this Section 5.3, the Beneficiary shall be deemed to have transferred to Callco all of its right, title and interest in and to such Exchangeable Shares, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the purchase price therefor unless the Exchangeable Share Consideration is not delivered by Callco to the Beneficiary by the date specified, in which case the rights of the Beneficiary shall remain unaffected until such Exchangeable Share Consideration is delivered by Callco and any cheque included therein is paid. Notwithstanding the foregoing, until the Exchangeable Share Consideration is delivered to the Beneficiary, the Beneficiary shall be deemed to be a holder of the sold Exchangeable Shares for purposes of voting rights with respect thereto under this Agreement.

Section 5.4 Exercise of Insolvency Exchange Right Subsequent to Retraction

In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary (such number of Exchangeable Shares so required to be redeemed being hereinafter collectively referred to as the "Retracted Shares") and is notified by the Corporation pursuant to Section 6.5 of the Exchangeable Share Provisions that the Corporation will not be permitted as a result of liquidity or solvency requirements or other provisions of applicable law to redeem all such Retracted Shares, subject to receipt by such Beneficiary of written notice to that effect from the Corporation and provided that the Retraction Call Right with respect to the Retracted Shares shall not have been exercised, the Retraction Request will constitute, and will be deemed to constitute, notice from the Trustee on behalf of such Beneficiary to Callco that the Trustee is exercising the Insolvency Exchange Right on behalf of such Beneficiary with respect to those Retracted Shares which the Corporation is not permitted by applicable law to redeem. In any such event, the Corporation hereby agrees with such Beneficiary to notify such Beneficiary immediately of such prohibition against the Corporation redeeming all of the Retracted Shares and to forward or cause to be forwarded to Callco immediately all relevant materials delivered by such Beneficiary to the Corporation (including, without limitation, a copy of the Retraction Request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares, and Callco will thereupon purchase such shares in accordance with the provisions of this Article 5.

Section 5.5 Notice of Insolvency Event

As soon as practicable following the occurrence of an Insolvency Event or any event that with the giving of notice or the passage of time or both would be an Insolvency Event, the Corporation and Callco shall give written notice thereof to the Trustee. As soon as practicable following the receipt of notice from the Corporation and Callco of the occurrence of an Insolvency Event, or upon the Trustee becoming aware of an Insolvency Event, the Trustee will mail to each Beneficiary a notice of such Insolvency Event in the form provided by Callco, which notice shall contain a brief statement of the rights of the Beneficiaries with respect to the Insolvency Exchange Right.

Section 5.6 Automatic Exchange on Liquidation of Goldstrike

(1) Goldstrike will give the Trustee written notice of each of the following events at the time set forth below:

(a) in the event of any determination by the Board of Directors of Goldstrike to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Goldstrike or to effect any other distribution of assets of Goldstrike among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and

(b) immediately upon the earlier of (A) receipt by Goldstrike of notice of, and (B) Goldstrike otherwise becoming aware of any instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Goldstrike or to effect any other distribution of assets of Goldstrike among its shareholders for the purpose of winding up its affairs, in each case where Goldstrike has failed to contest in good faith any such proceeding commenced in respect of Goldstrike within 30 days of becoming aware thereof.

(2) As soon as practicable following receipt by the Trustee from Goldstrike of notice of any event (a "Liquidation Event") contemplated by Section 5.6(1)(a) or 5.6(1)(b), the Trustee will give notice thereof to the Beneficiaries. Such notice shall be provided to the Trustee by Goldstrike and shall include a brief description of the automatic exchange of Exchangeable Shares for Goldstrike Shares provided for in Section 5.6(3).

(3) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Goldstrike Shares in the distribution of assets of Goldstrike in connection with a Liquidation Event, all of the then outstanding Exchangeable Shares shall be automatically exchanged for Goldstrike Shares. To effect such automatic exchange, Callco shall be deemed to have purchased from the Beneficiaries immediately prior to the Liquidation Event Effective Time each Exchangeable Share then outstanding and held by Beneficiaries, and each Beneficiary shall be deemed to have sold the Exchangeable Shares held by it at such time, free and clear of any lien, claim or encumbrance, for a purchase price per share equal to
(i) the Current Market Price of a Goldstrike Share at the Liquidation Event Effective Time, which shall be satisfied in full by Callco delivering or causing to be delivered to the Beneficiary one Goldstrike Share, plus (ii) to the extent not paid by the Corporation on the designated payment date therefor, an additional amount equal to and in full satisfaction of the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. Callco shall provide the Trustee with an Officer's Certificate in connection with each automatic exchange setting forth the calculation of the purchase price for each Exchangeable Share, which calculation the Trustee shall accept without any obligation on its part to verify or confirm its accuracy or completeness.

(4) Immediately prior to the Liquidation Event Effective Time, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for Goldstrike Shares shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to Callco all of the Beneficiary's right, title and interest in and to such Beneficiary's Exchangeable Shares free and clear of any lien, claim or encumbrance and the related interest in the Trust Estate, any right of each such Beneficiary to receive declared and unpaid dividends from the Corporation shall be deemed to be satisfied and discharged, and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Callco shall deliver or cause to be delivered to the Beneficiary the Goldstrike Shares deliverable upon the automatic exchange of Exchangeable Shares for Goldstrike Shares and on the applicable payment date shall deliver to the Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares, without interest, in each case less any amounts withheld pursuant to
Section 7.1. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall become the holder of the Goldstrike Shares delivered pursuant to the automatic exchange of such Beneficiary's Exchangeable Shares for Goldstrike Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Callco pursuant to such automatic exchange shall thereafter be deemed to represent Goldstrike Shares delivered to the Beneficiary by Callco pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent Goldstrike Shares, duly endorsed in blank and accompanied by such instruments of transfer as Goldstrike may reasonably require, Goldstrike shall deliver or cause to be delivered to the Beneficiary certificates representing the Goldstrike Shares of which the Beneficiary is the holder.

ARTICLE 6
CERTAIN RIGHTS OF CALLCO TO ACQUIRE EXCHANGEABLE SHARES

Section 6.1 Acknowledgement

The Trustee and the Corporation hereby acknowledge the Call Rights in favour of Callco and further agree that the Call Rights (i) are granted by the Trustee, on behalf of Beneficiaries, in partial consideration of the obligations of Goldstrike under the Acquisition Agreement; and (ii) may be assigned at any time and from time to time by Callco in whole or in part upon written notice to the Trustee provided that:

(a) such assignee acknowledges in writing the Exchangeable Share Provisions and agrees to be bound by the terms of this Agreement; and

(b) notwithstanding such assignment, Callco shall remain jointly and severally liable with such assignee in respect of the obligations of such assignee in connection with the exercise of any of the Call Rights.

Section 6.2 Callco Liquidation Call Right

(1) Callco shall have the overriding right (the "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, to purchase from the Beneficiaries all but not less than all of the Exchangeable Shares held by the Beneficiaries on payment by Callco of an amount per share (the "Liquidation Call Purchase Price") equal to the Exchangeable Share Consideration applicable on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by Callco delivering or causing to be delivered to the Beneficiaries the Exchangeable Share Consideration representing the Beneficiaries' total Liquidation Call Purchase Price. In the event of the exercise of the Liquidation Call Right by Callco as aforesaid, each Beneficiary shall be obligated to sell all of the Exchangeable Shares held by the Beneficiary to Callco on the Liquidation Date on payment by Callco to the Beneficiary of the Liquidation Call Purchase Price for each such share, and, provided Callco completes such purchase, the Corporation shall have no obligation to pay the Liquidation Amount (as defined in the Exchangeable Share Provisions) on such shares so purchased by Callco.

(2) To exercise the Liquidation Call Right, Callco must notify the Corporation and the Trustee in writing of Callco's intention to exercise such right at least ten Business Days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the Corporation, and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of the Corporation. The Corporation will notify the Trustee in writing as to whether Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Liquidation Call Right, then on the Liquidation Date, Callco will purchase, and each Beneficiary will sell, all of the Exchangeable Shares then held by the Beneficiary for a price per share equal to the Liquidation Call Purchase Price, which price shall be satisfied in the manner set forth in Section 6.2(1) hereof.

(3) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, Callco shall deliver to each Beneficiary, on or before the Liquidation Date, the Exchangeable Share Consideration in payment of the total Liquidation Call Purchase Price upon presentation and surrender by the Beneficiary of certificates representing the Exchangeable Shares held by the Beneficiary duly endorsed for transfer, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the constating documents of the Corporation and such additional documents and instruments as Callco may reasonably acquire. If Callco does not exercise the Liquidation Call Right in the manner and with the delay described above, then on the Liquidation Date the Beneficiaries will be entitled to receive in exchange therefor the liquidation price otherwise payable by the Corporation in connection with the liquidation, dissolution or winding-up of the Corporation pursuant to Article 5 of the Exchangeable Share Provisions.

Section 6.3 Callco Redemption Call Right

(1) Callco shall have the overriding right (the "Redemption Call Right"), notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from the Beneficiaries on the Automatic Redemption Date all but not less than all of the Exchangeable Shares held by the Beneficiaries on payment by Callco to the Holders of an amount per Exchangeable Share (the "Redemption Call Purchase Price") equal to the Exchangeable Share Consideration applicable on the last Business Day prior to the Automatic Redemption Date, which shall be satisfied in full by Callco delivering or causing to be delivered to the Beneficiaries, the Exchangeable Share Consideration. In the event of the exercise of the Redemption Call Right by Callco, each Beneficiary shall be obligated to sell all of the Exchangeable Shares held by such Beneficiary to Callco on the Automatic Redemption Date on payment by Callco to such Beneficiary of the Redemption Call Purchase Price for each such share, and the Corporation shall have no obligation to redeem such shares so purchased by Callco.

(2) To exercise the Redemption Call Right, Callco must notify the Corporation and the Trustee in writing of Callco's intention to exercise such right on or before the Automatic Redemption Date. The Corporation will notify the Trustee in writing as to whether Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, then on the Automatic Redemption Date Callco will purchase, and each Beneficiary will sell, all of the Exchangeable Shares then held by such Beneficiary for a price per share equal to the Redemption Call Purchase Price, which price shall be satisfied in the manner set forth in Section 6.3(1) hereof.

(3) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, Callco shall deliver to each Beneficiary, on or before the Automatic Redemption Date, the Exchangeable Share Consideration upon presentation and surrender by such Beneficiary of certificates representing the Exchangeable Shares held by such Beneficiary, duly endorsed for transfer, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the constating documents of the Corporation and such additional documents and instruments as Callco may reasonably require. If Callco does not exercise the Redemption Call Right in the manner and with the delay described above, then on the Automatic Redemption Date the Beneficiaries will be entitled to receive in exchange therefor the redemption price otherwise payable by the Corporation in connection with the redemption of Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.

Section 6.4 Callco Retraction Call Right

(1) Callco shall have the overriding right (the "Retraction Call Right"), notwithstanding the proposed retraction of Retracted Shares by the Corporation pursuant to Article 6 of the Exchangeable Share Provisions, to purchase from the Beneficiaries on the Retraction Date all but not less than all of the Retracted Shares held by the Beneficiaries on payment by Callco to the Holders of an amount per Retracted Share (the "Retraction Call Purchase Price") equal to the Exchangeable Share Consideration applicable on the last Business Day prior to the Retraction Date, which shall be satisfied in full by Callco delivering or causing to be delivered to the Beneficiaries, the Exchangeable Share Consideration. In the event of the exercise of the Retraction Call Right by Callco, each Beneficiary shall be obligated to sell all of the Retracted Shares held by such Beneficiary to Callco on the Retraction Date on payment by Callco to such Beneficiary of the Retraction Call Purchase Price for each such share, and the Corporation shall have no obligation to redeem such shares so purchased by Callco.

(2) Upon receipt by the Corporation of a Retraction Request, the Corporation shall immediately notify Callco and the Trustee thereof. To exercise the Retraction Call Right, Callco must notify the Corporation and the relevant Beneficiary of Callco's intention to exercise such right with notice to the Trustee within ten Business Days of such notification to Callco by the Corporation of receipt of the Retraction Request. The Corporation will notify such Beneficiary as to whether Callco has exercised the Retraction Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Retraction Call Right, and provided that the Retraction Request is not revoked by the Beneficiary in the manner specified in Section 6.6 of the Exchangeable Share Provisions, the Retraction Request shall thereupon be considered only to be an offer by the Beneficiary to sell such Retracted Shares to Callco in accordance with the Retraction Call Right, and on the Retraction Date Callco will purchase, and the Beneficiary will sell, all of the Retracted Shares held by such Beneficiary for a price per share equal to the Retraction Call Purchase Price, which price shall be satisfied in the manner set forth in Section 6.4(1) hereof.

(3) For the purposes of completing the purchase of the Retracted Shares pursuant to the exercise of the Retraction Call Right, Callco shall deliver to each Beneficiary, on or before the Retraction Date, the Exchangeable Share Consideration upon presentation and surrender by such Beneficiary of certificates representing the Retracted Shares held by such Beneficiary, duly endorsed for transfer, together with such other documents and instruments as may be required to effect a transfer of Retracted Shares under the Act and the constating documents of the Corporation and such additional documents and instruments as Callco may reasonably require. If Callco does not exercise the Retraction Call Right in the manner and with the delay described above, then on the Retraction Date the Beneficiaries will be entitled to receive in exchange therefor the retraction price otherwise payable by the Corporation in connection with the retraction of the Retracted Shares pursuant to Article 6 of the Exchangeable Share Provisions.

Section 6.5 Change of Law Call Right

(1) Goldstrike shall have the overriding right (the "Change of Law Call Right"), in the event of a Change of Law, to purchase (or to cause Callco to Purchase) from the Beneficiaries all but not less than all of the Exchangeable Shares held by the Beneficiaries on payment by Goldstrike or Callco, as the case may be, of an amount per share (the "Change of Law Purchase Price") equal to the Exchangeable Share Consideration applicable on the last Business Day prior to the Change of Law Call Date, which shall be satisfied in full by Goldstrike or Callco, as the case may be, delivering or causing to be delivered to the Beneficiaries the Exchangeable Share Consideration representing the Beneficiaries' total Change of Law Purchase Price. In the event of the exercise of the Change of Law Call Right by Goldstrike or Callco as aforesaid, each Beneficiary shall be obligated to sell all of the Exchangeable Shares held by the Beneficiary to Goldstrike or Callco, as the case may be, on the Change of Law Call Date on payment by Goldstrike or Callco to the Beneficiary of the Change of Law Purchase Price for each such share.

(2) To exercise the Change of Law Call Right, Goldstrike or Callco must notify the Corporation and the Trustee in writing of its intention to exercise such right at least ten Business Days before the date on which Goldstrike or Callco intends to acquire the Exchangeable Shares (the "Change of Law Call Date"). If Goldstrike or Callco exercises the Change of Law Call Right, then on the Change of Law Call Date, Goldstrike or Callco will purchase, and each Beneficiary will sell, all of the Exchangeable Shares then held by the Beneficiary for a price per share equal to the Change of Law Call Purchase Price, which price shall be satisfied in the manner set forth in Section 6.5(1) hereof.

(3) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, Goldstrike or Callco, as the case may be, shall deliver to each Beneficiary, on the Change of Law Call Date, the Exchangeable Share Consideration in payment of the total Change of Law Call Purchase Price upon presentation and surrender by the Beneficiary of certificates representing the Exchangeable Shares held by the Beneficiary, duly endorsed for transfer, together with such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under the Act and the constating documents of the Corporation and such additional documents and instruments as Goldstrike or Callco may reasonably require the Beneficiary, duly endorsed for transfer, together with such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under the Act and the constating documents of the Corporation and such additional documents and instruments as Goldstrike or Callco may reasonably require.

ARTICLE 7
WITHHOLDING RIGHTS AND STAMP TAXES

Section 7.1 Withholding Rights

Goldstrike, Callco, the Corporation and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Goldstrike Shares such amounts as Goldstrike, Callco, the Corporation or the Trustee is required or permitted to deduct and withhold with respect to such payment under the ITA or United States tax laws or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. Notwithstanding the foregoing, to the extent that the amount so required to be deducted or withheld from any payment to a holder would exceed the cash portion of the consideration otherwise payable to the holder, unless the holder has remitted funds in an amount not less than such excess to Goldstrike, Callco or the Corporation, as the case may be, prior to the time when Goldstrike, Callco or the Corporation, as the case may be, would otherwise be required or permitted to redeem or purchase the Exchangeable Shares from the holder or pay the consideration to the holder, then none of Goldstrike, Callco or the Corporation shall be required to redeem or purchase the Beneficiary's Exchangeable Shares or to deliver any part of the non-cash consideration therefor to the Beneficiary; provided, however, that Goldstrike, Callco or the Corporation may never the less, in its sole discretion, elect to redeem or purchase (as the case may be) the Beneficiary's Exchangeable Shares, and in that event Goldstrike, Callco and the Corporation are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Goldstrike, Callco or the Corporation, as the case may be, to enable it to comply with such deduction or withholding requirement and Goldstrike, Callco or the Corporation, as the case may be, shall in that event notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Goldstrike, Callco and the Corporation represent and warrant that, based upon facts currently known to them, they have no current intention, as at the date of this Agreement, to deduct or withhold from any dividend or other consideration paid (i) to holders of Exchangeable Shares any amounts under the United States tax laws; or (ii) to holders of Exchangeable Shares who are resident in Canada for the purposes of the ITA any amounts under the Canadian tax laws. Notwithstanding the foregoing: (i) the Trustee shall have no responsibility whatsoever to determine if a Beneficiary is a non-resident of Canada other than to take cognizance of the Beneficiary's address; (ii) the Trustee shall be entitled to act on the advice of Goldstrike, Callco or the Corporation as to any amounts to be withheld; (iii) the Trustee may require a direction from Goldstrike, Callco, or the Corporation prior to selling or otherwise disposing of any property; and (iv) the Trustee shall have no responsibility with respect to the price obtained and the costs involved in any such sale or disposition.

Section 7.2 Stamp Taxes

Upon any sale of Exchangeable Shares to Callco pursuant to the Insolvency Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Goldstrike Shares to be delivered in connection with the payment of the total purchase price therefor shall be registered in the name of the Beneficiary of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing provided such direction is received by Callco prior to the time such shares are issued without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary (a) shall pay (and none of Goldstrike, Callco, the Corporation or the Trustee shall be required to pay) any stamp taxes that may be payable in respect of any transfer of such Exchangeable Shares to Callco or in respect of the issuance or delivery of such Goldstrike Shares to such Beneficiary or any other person including, without limitation, in the event that Goldstrike Shares are being issued or transferred in the name of a clearing service or depositary or a nominee thereof, or (b) shall have evidenced to the satisfaction of the Trustee, Goldstrike, Callco and the Corporation that such Stamp Taxes, if any, have been paid. Goldstrike, Callco and the Corporation represent and warrant that, based upon facts currently known to them, there should not be any United States stamp taxes payable in respect of an exchange of Exchangeable Shares for Goldstrike Shares pursuant to the terms of this Agreement or the Exchangeable Share Provisions.

ARTICLE 8
RESTRICTIONS ON ISSUE OF GOLDSTRIKE SPECIAL VOTING SHARES

Section 8.1 Issue of Additional Shares

During the term of this Agreement, Goldstrike will not, without the consent of the holders at the relevant time of Exchangeable Shares, given in accordance with section 9(2) of the Exchangeable Share Provisions, issue any additional Goldstrike Special Voting Shares.

ARTICLE 9
CONCERNING THE TRUSTEE

Section 9.1 Powers and Duties of the Trustee

(1) The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include:

(a) receipt and deposit of the Goldstrike Special Voting Share from Goldstrike as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;

(b) granting proxies and distributing materials to Beneficiaries as provided in this Agreement;

(d) receiving the grant of the Insolvency Exchange Right and the Automatic Exchange Rights from Callco as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;

(e) enforcing the benefit of the Insolvency Exchange Right and the Automatic Exchange Rights, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing to such Beneficiaries Goldstrike Shares and cheques, if any, to which such Beneficiaries are entitled pursuant to the Insolvency Exchange Right or the Automatic Exchange Rights, as the case may be;

(f) holding title to the Trust Estate;

(g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement;

(h) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Goldstrike, Callco and the Corporation under this Agreement; and

(i) taking such other actions and doing such other things as are specifically provided in this Agreement.

(2) In the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons.

(3) The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

(4) The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.

(5) The Trustee shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any security deposited with it.

(6) The Trustee shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means.

(7) The duties and obligations of the Trustee shall be determined solely by the provisions hereof and by the provisions of applicable law and, accordingly, the Trustee shall only be responsible for the performance of such duties and obligations as it has undertaken herein or as required by applicable law. The Trustee shall retain and may employ the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement. Such documentation must not require the exercise of discretion or independent judgment on the part of the Trustee.

Section 9.2 Acceptance of Trust

The Trustee hereby accepts the Trust created and provided for by and in this Agreement and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Beneficiaries, subject to all the terms and conditions herein set forth.

Section 9.3 No Conflict of Interest

The Trustee represents to Goldstrike, Callco and the Corporation that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Section 9.14. If, notwithstanding the foregoing provisions of this Section 9.3, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 9.3, any interested party may apply to the Supreme Court of Alberta for an order that the Trustee be replaced as Trustee hereunder.

Section 9.4 Dealings with Transfer Agents, Registrars, etc.

(1) Goldstrike and the Corporation irrevocably authorize the Trustee, from time to time, to:

(a) consult, communicate and otherwise deal with the respective registrars and transfer agents, and with any such subsequent registrar or transfer agent, of the Exchangeable Shares and Goldstrike Shares; and

(b) requisition, from time to time, (i) from any such registrar or transfer agent any information readily available from the records maintained by it which the Trustee may reasonably require for the discharge of its duties and responsibilities under this Agreement and (ii) from the transfer agent of Goldstrike Shares, and any subsequent transfer agent of such shares, the share certificates issuable upon the exercise from time to time of the Insolvency Exchange Right and pursuant to the Automatic Exchange Rights.

(2) Goldstrike and the Corporation irrevocably authorize their respective registrars and transfer agents to comply with all such requests. Goldstrike covenants that it will supply its transfer agent with duly executed share certificates for the purpose of completing the exercise from time to time of the Insolvency Exchange Right and the Automatic Exchange Rights.

Section 9.5 Books and Records

The Trustee shall keep available for inspection (during the regular business hours of the Trustee) by Goldstrike, Callco and the Corporation at the Trustee's principal office in Calgary correct and complete books and records of account relating to the Trust created by this Agreement, including without limitation, all relevant data relating to mailings and instructions to and from Beneficiaries and all transactions pursuant to the Insolvency Exchange Right and the Automatic Exchange Rights. On or before January 15, 2006, and on or before January 15th in every year thereafter, so long as the Goldstrike Special Voting Share is registered in the name of the Trustee, the Trustee shall transmit to Goldstrike and the Corporation a brief report, dated as of the preceding December 31st, with respect to:

(a) the property and funds comprising the Trust Estate as of that date;

(b) the number of exercises of the Insolvency Exchange Right, if any, and the aggregate number of Exchangeable Shares received by the Trustee on behalf of Beneficiaries in consideration of the issues by Goldstrike of Goldstrike Shares in connection with the Insolvency Exchange Right, during the calendar year ended on such December 31st; and

(c) any action taken by the Trustee in the performance of its duties under this Agreement which it had not previously reported and which, in the Trustee's opinion, materially affects the Trust Estate.

Section 9.6 Income Tax Returns and Reports

The Trustee shall, to the extent necessary, prepare and file, or cause to be prepared and filed, on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded. In connection therewith, the Trustee may obtain the advice and assistance of such experts or advisors as the Trustee considers necessary or advisable (who may be experts or advisors to Goldstrike or the Corporation). If requested by the Trustee, Goldstrike or the Corporation shall retain qualified experts or advisors for the purpose of providing such tax advice or assistance and, to the extent the costs of such experts or advisors providing such tax advice or assistance are incurred by the Trustee, the Trustee may add such related costs to its fees and expenses as outlined in Section 10.1 hereof.

Section 9.7 Action of Beneficiaries

No Beneficiary shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized by this Agreement for the purpose of enforcing any of its rights or for the execution of any trust or power hereunder unless the Beneficiary has requested the Trustee to take or institute such action, suit or proceeding and the Trustee shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, the Beneficiary shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken; it being understood and intended that no one or more Beneficiaries shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by any such action, or to enforce any right hereunder or the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all Beneficiaries.

Section 9.8 Experts, Advisers and Agents

The Trustee may:

(a) in relation to these presents act and rely on the opinion or advice of or information obtained from any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert, whether retained by the Trustee or by Goldstrike and/or the Corporation or otherwise, and may retain or employ such assistants as may be necessary to the proper discharge of its powers and duties and determination of its rights hereunder and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid, such fees of experts to form part of the Trustee's expenses hereunder;

(b) retain or employ such agents and other assistants as it may reasonably require for the proper determination and discharge of its powers and duties hereunder; and

(c) pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the Trust.

Section 9.9 Trustee Not Required to Give Security

The Trustee shall not be required to give any bond or security in respect of the execution of the trusts, rights, duties, powers and authorities of this Agreement or otherwise in respect of the premises.

Section 9.10 Authority to Carry on Business

The Trustee represents to Goldstrike and the Corporation that at the date of execution and delivery by it of this Agreement it is authorized to carry on the business of a trust company in the provinces of British Columbia and Alberta, but if, notwithstanding the provisions of this Section 9.10, it ceases to be so authorized to carry on business, the validity and enforceability of this Agreement and the Voting Rights, the Insolvency Exchange Right and the Automatic Exchange Rights shall not be affected in any manner whatsoever by reason only of such event but the Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in any province of Canada, either become so authorized or resign in the manner and with the effect specified in Section 9.14.

Section 9.11 Conflicting Claims

(1) If conflicting claims or demands are made or asserted with respect to any interest of any Beneficiary in any Exchangeable Shares, including any disagreement between the heirs, representatives, successors or assigns succeeding to all or any part of the interest of any Beneficiary in any Exchangeable Shares, resulting in conflicting claims or demands being made in connection with such interest, then the Trustee shall be entitled, in its sole discretion, to refuse to recognize or to comply with any such claims or demands. In so refusing, the Trustee may elect not to exercise any Voting Rights, Insolvency Exchange Right or Automatic Exchange Rights subject to such conflicting claims or demands and, in so doing, the Trustee shall not be or become liable to any person on account of such election or its failure or refusal to comply with any such conflicting claims or demands. The Trustee shall be entitled to continue to refrain from acting and to refuse to act until:

(a) the rights of all adverse claimants with respect to the Voting Rights, Insolvency Exchange Right or Automatic Exchange Rights subject to such conflicting claims or demands have been adjudicated by a final judgment of a court of competent jurisdiction and all rights of appeal have expired; or

(b) all differences with respect to the Voting Rights, Insolvency Exchange Right or Automatic Exchange Rights subject to such conflicting claims or demands have been conclusively settled by a valid written agreement binding on all such adverse claimants, and the Trustee shall have been furnished with an executed copy of such agreement certified to be in full force and effect.

(2) If the Trustee elects to recognize any claim or comply with any demand made by any such adverse claimant, it may in its discretion require such claimant to furnish such surety bond or other security satisfactory to the Trustee as it shall deem appropriate to fully indemnify it as between all conflicting claims or demands.

Section 9.12 Merger

Any corporation into or with which the Trustee may be merged or consolidated or amalgamated, or any corporation resulting therefrom, or any corporation succeeding to the trust business of the Trustee by way of assignment (which assignment shall require the consent of Goldstrike and the Corporation, such consent not to be unreasonably withheld) shall be a successor to the Trustee under this Agreement without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a successor trustee under the provisions of this Agreement.

Section 9.13 Indemnification

(1) Goldstrike and the Corporation jointly and severally agree to indemnify and save harmless the Trustee and its directors, officers, agents and employees appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated hereby, legal fees and disbursements on a solicitor and client basis, and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee and including any deed, matter or thing in relation to the execution of its duties as Trustee and including any deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this Section 9.13 do not apply to the extent that the Trustee or its employees or agents have acted with gross negligence or in wilful misconduct to the Trustee's obligations hereunder. It is understood and agreed that this indemnification shall survive the termination of this Agreement or the resignation of the Trustee.

(2) The Trustee shall notify Goldstrike and the Corporation of the written assertion of a claim or of any action commenced against the Indemnified Parties promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim, provided that the omission to so notify Goldstrike and the Corporation shall not relieve Goldstrike or the Corporation of any liability they may have to the Indemnified Parties, except and only to the extent that any such delay in or failure to give notice prejudices the defence of such action or results in an increase in the liability which Goldstrike and the Corporation have under this indemnity. Subject to (ii) below, Goldstrike and the Corporation shall be entitled to participate at their own expense in the defence and, if Goldstrike and the Corporation so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Goldstrike or the Corporation; or
(ii) the named parties to any such suit include both the Trustee and Goldstrike or the Corporation and the Trustee shall have been advised by counsel acceptable to Goldstrike or the Corporation that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Goldstrike or the Corporation and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Goldstrike and the Corporation shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Section 9.14 Resignation

The Trustee, or any trustee hereafter appointed, may at any time resign by giving written notice of such resignation to Goldstrike and the Corporation specifying the date on which it desires to resign, provided that such notice shall not be given less than thirty (30) days before such desired resignation date unless Goldstrike and the Corporation otherwise agree and provided further that such resignation shall not take effect until the date of the appointment of a successor trustee and the acceptance of such appointment by the successor trustee. Upon receiving such notice of resignation, Goldstrike and the Corporation shall promptly appoint a successor trustee by written instrument in duplicate, one copy of which shall be delivered to the resigning trustee and once copy to the successor trustee. Failing the appointment and acceptance of a successor trustee, a successor trustee may be appointed by order of a court of competent jurisdiction upon application of one or more of the parties to this Agreement. If the retiring trustee is the party initiating an application for the appointment of a successor trustee by order of a court of competent jurisdiction, Goldstrike and the Corporation shall be jointly and severally liable to reimburse the retiring trustee for its legal costs and expenses in connection with same.

Section 9.15 Removal

The Trustee, or any trustee hereafter appointed, may (provided a successor trustee is appointed) be removed at any time on not less than 30 days' prior notice by written instrument executed by Goldstrike and the Corporation, in duplicate, one copy of which shall be delivered to the trustee so removed and one copy to the successor trustee.

Section 9.16 Successor Trustee

Any successor trustee appointed as provided under this Agreement shall execute, acknowledge and deliver to Goldstrike and the Corporation and to its predecessor trustee an instrument accepting such appointment. Thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with the like effect as if originally named as trustee in this Agreement. However, on the written request of Goldstrike and the Corporation or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of this Agreement, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon the request of any such successor trustee, Goldstrike, the Corporation and such predecessor trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers.

Section 9.17 Notice of Successor Trustee

Upon the acceptance of appointment by a successor trustee as provided herein, Goldstrike and the Corporation shall cause to be mailed notice of the succession of such trustee hereunder to each Beneficiary specified in a List. If Goldstrike or the Corporation shall fail to cause such notice to be mailed within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of Goldstrike and the Corporation.

Section 9.18 Indemnification Prior to Certain Actions by Trustee

The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights, the Insolvency Rights or the Automatic Exchange Rights.

None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Section 9.19 Reliance Upon Declarations

The Trustee shall not be considered to be in contravention of any of its rights, powers, duties and authorities hereunder if, when required, it acts and relies in good faith upon statutory declarations, certificates, opinions or reports furnished pursuant to the provisions hereof or required by the Trustee to be furnished to it in the exercise of its rights, powers, duties and authorities hereunder if such statutory declarations, certificates, opinions or reports comply with the provisions of Section 9.20, if applicable, and with any other applicable provisions of this Agreement.

Section 9.20 Evidence and Authority to Trustee

Goldstrike and/or the Corporation shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by Goldstrike and/or the Corporation or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement, including, without limitation, in respect of the Voting Rights, the Insolvency Rights or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of Goldstrike and/or the Corporation promptly if and when:

(a) such evidence is required by any other Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 9.20; or

(b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives Goldstrike and/or the Corporation written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

Such evidence shall consist of an Officer's Certificate of Goldstrike and/or the Corporation or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement.

Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Rights or the Automatic Exchange Rights or the taking of any other action to be taken by the Trustee at the request or on the application of Goldstrike and/or the Corporation, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of Goldstrike and/or the Corporation it shall be in the form of an Officer's Certificate or a statutory declaration.

Each statutory declaration, Officer's Certificate, opinion or report furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence:

(c) declaring that he or she has read and understands the provisions of this Agreement relating to the condition in question;

(d) describing the nature and scope of the examination or investigation upon which he or she based the statutory declaration, certificate, statement or opinion; and

(e) declaring that he or she has made such examination or investigation as he or she believes is necessary to enable him or her to make the statements or give the opinions contained or expressed therein.

Section 9.21 Trustee Not Bound to Act on Request

Except as in this Agreement otherwise specifically provided, the Trustee shall not be bound to act in accordance with any direction or request of Goldstrike and/or the Corporation or of the directors thereof until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Trustee, and the Trustee shall be empowered to act upon any such copy purporting to be authenticated and believed by the Trustee to be genuine.

ARTICLE 10
COMPENSATION

Section 10.1 Fees and Expenses of the Trustee

Goldstrike and the Corporation jointly and severally agree to pay the Trustee reasonable compensation for all of the services rendered by it under this Agreement and will reimburse the Trustee for all reasonable expenses incurred by the Trustee in connection with its duties under this Agreement; provided that Goldstrike and the Corporation shall have no obligation to reimburse the Trustee for any expenses or disbursements paid, incurred or suffered by the Trustee in any suit or litigation in which the Trustee is determined to have acted with fraud, gross negligence or wilful misconduct. The obligations of Goldstrike and the Corporation under this Section 10.1 shall survive the resignation or removal of the Trustee.

ARTICLE 11
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF GOLDSTRIKE AND THE CORPORATION

Section 11.1 Covenants of Goldstrike Regarding Exchangeable Shares

So long as any Exchangeable Shares are outstanding, Goldstrike will and, in the case of Section 11.1(c), (d), (e), (f) and (g), will cause its Subsidiaries to:

(a) not declare or pay any dividend on the Goldstrike Shares unless (i) the Corporation shall simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Exchangeable Share Provisions) on the Exchangeable Shares and (ii) the Corporation shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such dividend on the Exchangeable Shares;

(b) advise the Corporation sufficiently in advance of the declaration by Goldstrike of any dividend on Goldstrike Shares and take all such other actions as are reasonably necessary, in co-operation with the Corporation, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall, subject to applicable law, be the same as the declaration date, record date and payment date for the corresponding dividend on the Goldstrike Shares;

(c) except for Exchangeable Shares issued to holders of common shares of Gran Tierra Energy Inc. pursuant to a compulsory acquisition pursuant to the Act as contemplated by the Acquisition Agreement, not permit the Corporation to issue any further Exchangeable Shares, or any other shares of the Corporation having an attribute which permits the holders thereof to exchange or convert such shares into shares of Goldstrike or any Affiliate of Goldstrike;

(d) enable, cause and permit the Corporation, in accordance with and subject to applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation for the purpose of winding up its affairs, including, without limitation, all such actions and all such things as are reasonably necessary to enable and permit the Corporation to cause to be delivered Goldstrike Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5 of the Exchangeable Share Provisions;

(e) enable, cause and permit the Corporation, in accordance with and subject to applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Retraction Price, as defined in the Exchangeable Share Provisions, and the Redemption Price as defined in the Exchangeable Share Provisions including, without limitation, to enable and permit the Corporation to cause to be delivered Goldstrike Shares to the holders of Exchangeable Shares upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be;

(f) enable and permit Callco and any assignee of Callco, in accordance with applicable law, to perform its obligations arising upon the exercise by it of any Call Right, including, without limitation, to enable and permit Callco to cause to be delivered Goldstrike Shares to the holders of Exchangeable Shares in accordance with the provisions of any Call Right; and

(g) not consent to nor exercise its vote as a member of the Corporation to initiate or permit the voluntary liquidation, dissolution or winding-up of the Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the Corporation.

Section 11.2 Notification of Certain Events

In order to assist Goldstrike and Callco to comply with their respective rights and obligations hereunder, the Corporation will give Goldstrike, the Trustee and Callco written notice of each of the following events at the time set forth below:

(a) any determination by the Board of Directors to institute voluntary liquidation, dissolution or winding-up proceedings with respect to the Corporation or to effect any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, at least 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; it being understood that any merger, amalgamation, consolidation, or similar transaction, and any sale of all or any or substantially all of the assets of the Corporation shall not, in and of itself, constitute a liquidation, dissolution or winding-up;

(b) promptly, upon the earlier of (i) receipt by the Corporation of notice of, and (ii) the Corporation otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of the Corporation or to effect any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs or of the occurrence of any Insolvency Event;

(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares in accordance with the Exchangeable Share Provisions;

(e) at least 10 days prior to any accelerated Automatic Redemption Date determined by the Board of Directors in accordance with the Exchangeable Share Provisions; and

(f) promptly in the event of any determination by the Board of Directors to take any action which would require a vote of the holders of Exchangeable Shares.

Section 11.3 Delivery of Shares by Goldstrike

Upon notice from the Corporation or Callco of any event that requires the Corporation or Callco to cause to be delivered Goldstrike Shares to any holder of Exchangeable Shares, Goldstrike shall forthwith issue and deliver to the Corporation or Callco, as the case may be, the requisite number of Goldstrike Shares, as well as any other part of the Exchangeable Share Consideration, to be received by the holder of Exchangeable Shares, as the Corporation or Callco shall direct and as may be required under this agreement or the Exchangeable Share Provisions.

Section 11.4 Delivery of Shares

All Goldstrike Shares issuable pursuant to this Agreement or the Exchangeable Share Provisions shall be duly issued as fully paid and non-assessable free and clear of any lien, hypothec, pledge, claim, encumbrance, security interest or adverse claim or interest, other than those arising hereunder, under the Exchangeable Share Provisions or under the Acquisition Agreement. Any Exchangeable Shares delivered by the holders of Exchangeable Shares to the Corporation, Callco, Goldstrike or their Affiliates pursuant to this agreement or the Exchangeable Share Provisions shall be delivered free and clear of any lien, hypothec, pledge, claim, encumbrance, security interest or adverse claim or interest, other than those arising hereunder or under the Exchangeable Share Provisions.

Section 11.5 Qualification of Goldstrike Shares

All Goldstrike Shares issued pursuant to the Acquisition Agreement, as well as any Goldstrike Shares (or other shares or securities into which Goldstrike Shares may be reclassified or changed as contemplated by Section 11.6) to be issued and delivered hereunder or pursuant to the Exchangeable Share Provisions, have been or will be issued in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the Securities and Exchange Commission thereunder. All of such shares are or will be "restricted securities" under the Securities Act, subject to all applicable resale restrictions specified by federal, provincial and state securities laws.

Section 11.6 Economic Equivalence

So long as any Exchangeable Shares are outstanding:

(a) Goldstrike shall not, without the approval of the Corporation and the holders of Exchangeable Shares:

(i) issue or distribute Goldstrike Shares (or securities exchangeable for or convertible into or carrying rights to acquire Goldstrike Shares) to the holders of all or substantially all of the then outstanding Goldstrike Shares by way of stock dividend or other distribution, other than an issue of Goldstrike Shares (or securities exchangeable for or convertible into or carrying rights to acquire Goldstrike Shares) to holders of Goldstrike Shares who exercise an option to receive dividends in Goldstrike Shares (or securities exchangeable for or convertible into or carrying rights to acquire Goldstrike Shares) in lieu of receiving cash dividends; or

(ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Goldstrike Shares entitling them to subscribe for or to purchase Goldstrike Shares (or securities exchangeable for or convertible into or carrying rights to acquire Goldstrike Shares); or

(iii) issue or distribute to the holders of all or substantially all of the then outstanding Goldstrike Shares, shares or securities of Goldstrike of any class other than Goldstrike Shares (and other than shares convertible into or exchangeable for or carrying rights to acquire Goldstrike Shares), rights, options or warrants other than those referred to in above, evidences of indebtedness of Goldstrike or assets of Goldstrike,

unless the economic equivalent on a per share basis of such rights, options, securities, shares, evidence of indebtedness or other assets are issued or distributed simultaneously to holders of the Exchangeable Shares;

(b) Goldstrike shall not, without the approval of the Corporation and the holders of Exchangeable Shares:

(i) subdivide, redivide or change the then outstanding Goldstrike Shares into a greater number of Goldstrike Shares; or

(ii) reduce, combine, consolidate or change the then outstanding Goldstrike Shares into a lesser number of Goldstrike Shares; or

(iii) reclassify or otherwise change any of the terms and conditions of the Goldstrike Shares, or effect an amalgamation, merger, reorganization or other transaction affecting Goldstrike Shares,

unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares;

(c) the Board of Directors shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Section 11.6(a) or Section 11.6(b) and each such determination shall be conclusive and binding on Goldstrike. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors:

(i) in the case of any stock dividend or other distribution payable in Goldstrike Shares, the number of such shares issued in proportion to the number of Goldstrike Shares previously outstanding;

(ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Goldstrike Shares (or securities exchangeable for or convertible into or carrying rights to acquire Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price of a Goldstrike Share;

(iii) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Goldstrike of any class other than Goldstrike Shares, any rights, options or warrants other than those referred to in Section 11.6(c)(ii), any evidences of indebtedness of Goldstrike or any assets of Goldstrike), the relationship between the fair market value (as determined by the Board of Directors in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Goldstrike Share and the Current Market Price of a Goldstrike Share; and

(iv) in the case of any subdivision, redivision or change of the then outstanding Goldstrike Shares into a greater number of Goldstrike Shares or the reduction, combination, consolidation or change of the then outstanding Goldstrike Shares into a lesser number of Goldstrike Shares or any amalgamation, merger, reorganization or other transaction affecting Goldstrike Shares, the effect thereof upon the then outstanding Goldstrike Shares.

to the extent required, upon due notice from Goldstrike, the Corporation will use its best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by the Corporation or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalence with respect to the Goldstrike Shares and Exchangeable Shares as provided for in this Section 11.6.

Section 11.7 Ownership of Outstanding Shares; Voting

So long as any Exchangeable Shares are outstanding, Goldstrike shall remain the direct or indirect beneficial owner of issued and outstanding securities of the Corporation to which are attached a majority of the voting interests for the election of directors of the Corporation, unless it obtains the prior approval of the holders of Exchangeable Shares given in accordance with Section 11.2 of the Exchangeable Share Provisions. Goldstrike and its Subsidiaries shall not vote any Exchangeable Shares in respect of any resolution referred to in Section 11.2 of the Exchangeable Share Provisions.

Section 11.8 Goldstrike and Affiliates Not to Vote Exchangeable Shares

Each of Goldstrike and Callco will appoint and cause to be appointed proxyholders with respect to all Exchangeable Shares held by it or them and its or their respective Affiliates for the sole purpose of attending each meeting of holders of Exchangeable Shares in order to be counted as part of the quorum for each such meeting. Each of Goldstrike and Callco further covenants and agrees that it and they will not and will cause its and their Affiliates not to exercise any voting rights which may be exercisable by holders of Exchangeable Shares from time to time pursuant to the Exchangeable Share Provisions or pursuant to the provisions of the Act (or any successor or other corporate statute by which the Corporation may in the future be governed) with respect to the Exchangeable Shares held by it or them or its or their Affiliates in respect of any matter considered at any meeting of holders of Exchangeable Shares.

Section 11.9 Tender Offers, Etc.

Goldstrike shall provide timely notice to the holders of Exchangeable Shares of any proposed share exchange offer, issuer bid, take-over bid or similar transaction (including any Goldstrike Control Transaction as defined in the Exchangeable Share Provisions) with respect to Goldstrike Shares proposed by Goldstrike or proposed to Goldstrike or its shareholders and recommended by the board of directors of Goldstrike, or otherwise effected or to be effected with the consent or approval of the board of directors of Goldstrike.

Section 11.10 Tender Offers

In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Goldstrike Shares (an "Offer") is proposed by Goldstrike or is proposed to Goldstrike or its shareholders and is recommended by the Board of Directors of Goldstrike, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Goldstrike, and the Exchangeable Shares are not redeemed by the Corporation or purchased by Callco pursuant to the Redemption Call Right, Goldstrike will use its reasonable efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than Goldstrike and its Affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Goldstrike Shares, without discrimination. Without limiting the generality of the foregoing, Goldstrike will use its reasonable efforts expeditiously and in good faith to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against the Corporation (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of the Corporation to redeem (or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of a Goldstrike Control Transaction.

Section 11.11 Representations and Warranties of Goldstrike

Goldstrike hereby represents and warrants that:

(a) Goldstrike is a corporation incorporated and existing under the laws of Nevada and has the corporate power and authority to enter into and perform its obligations under this agreement;

(b) the execution, delivery and performance by Goldstrike of this Agreement:

(i) have been duly authorized by all necessary corporate action on the part of Goldstrike;

(ii) does not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or a violation of, or conflict with, any of the terms or provisions of its constating documents or by-laws or any material contracts or instruments to which it is a party or pursuant to which any of its assets or property may be affected; and

(iii) will not result in the violation of any law; and

(c) this Agreement has been duly executed and delivered by Goldstrike and constitutes a legal, valid and binding obligation of Goldstrike, enforceable against it in accordance with its terms.

Section 11.12 Reservation of Goldstrike Shares

Goldstrike hereby represents, warrants and covenants that it has and will at all times keep available, free from pre-emptive and other rights, out of its authorized and unissued share capital such number of Goldstrike Shares as are now and may hereafter be required to enable and permit the Corporation to meet its obligations hereunder and under the Exchangeable Share Provisions.

Section 11.13 Merger, Amalgamation or Business Combination

Goldstrike hereby covenants that it will not enter into any merger, amalgamation or other form of business combination that results, in whole or in part, in Exchangeable Shares remaining outstanding unless the successor entity to Goldstrike ratifies and adopts the terms of this agreement as if it were an original party hereto.

ARTICLE 12
AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

Section 12.1 Amendments, Modifications, Etc.

This Agreement may not be amended, modified or waived except by an agreement in writing executed by the parties hereto.

Section 12.2 Changes in Capital of Goldstrike and the Corporation

At all times after the occurrence of any event effected pursuant to the Exchangeable Share Provisions or this Agreement, as a result of which either Goldstrike Shares or the Exchangeable Shares or both are in any way changed, this Agreement shall forthwith be amended and modified as necessary in order that the holders of Exchangeable Shares maintain economically equivalent rights and, in order that, where required, this Agreement will apply with full force and effect, mutatis mutandis, to all new securities into which Goldstrike Shares or the Exchangeable Shares or both are so changed and the parties hereto shall execute and deliver a supplemental agreement giving effect to and evidencing such necessary amendments and modifications. So long as there are any Exchangeable Shares outstanding, the Corporation will not issue any additional Exchangeable Shares to any Person (other than the holders of Exchangeable Shares).

ARTICLE 13
TERMINATION

Section 13.1 Term

This Agreement shall continue until the earlier to occur of the following events:

(a) no Exchangeable Shares are outstanding; or

(b) each of the parties hereto elects in writing to terminate this Agreement.

ARTICLE 14
GENERAL

Section 14.1 Severability

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or entity or any circumstance, is invalid or unenforceable:

(a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision; and

(b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 14.2 Enurement

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 14.3 Notices to Parties

Any notice, direction or other communication given under this agreement shall be in writing and given by mail or delivering it or sending it by telecopy or similar form or recorded communication addressed:

(a) if to Goldstrike, the Corporation or Callco, to:

Goldstrike Inc.
1055 West Hastings Street, Suite 1980 Vancouver, British Columbia
Canada
V6E 2E9

Attention: Dr. Yenyou Zhang

Telephone: (604) 688-8002

Telecopier: (604) 688-8030

and

Gran Tierra Energy Inc.
10th Floor, 618 - 8th Avenue SW, Calgary, Alberta
Canada
T2P 1G5

Attention: Dana Coffield

Telephone: (403) 537-7454

Facsimile: (403) 537-7440

with copies to:

(b) Osler, Hoskin & Harcourt LLP Suite 2500, 450 - 1st Street S.W. Calgary, Alberta
T2P 5H1

Attention: Don Boykiw, Esq.

Telephone: (403) 260-7000

Telecopier: (403) 260-7024

and to:

Gottbetter & Partners, LLP
488 Madison Avenue, 12th Floor New York, NY
10022

Attention: Kenneth S. Goodwin, Esq.

Telephone: (212) 400-6900
Facsimile: (212) 400-6901

and

Stikeman Elliott LLP
4300 Bankers Hall W.
888 -- 3rd Street S.W. Calgary, Alberta
T2P 5C5

Attention: Stuart M. Olley

Telephone: (403) 266-9057

Telecopier: (403) 266-9034

Olympia Trust Company
2300, 125 - 9th Avenue S.E.
Calgary, Alberta
T2G 0P6

Attention: Manager, Client Services

(d) if to any holder of Exchangeable Shares, to:

the address of the holder recorded in the securities register of the Corporation or, in the event of the address of any such holder not being so recorded, then at the last known address of such holder.

Any such communication shall be deemed to have been validly and effectively given on the date such communication is received if such date is a Business Day and if such communication is received prior to 4:00 p.m. (in the jurisdiction of receipt) and otherwise on the next Business Day. Any party hereto may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to such party at its changed address.

Section 14.4 Risk of Payments by Post

Whenever payments are to be made or documents are to be sent to the Trustee or the holders of Exchangeable Shares by the Corporation, Goldstrike or Callco, or by the Trustee or the holders of Exchangeable Shares to the Corporation, Goldstrike or Callco, the making of such payment or sending of such document sent through the post shall be at the risk of the Corporation, Goldstrike or Callco, in the case of payments made or documents sent by the Corporation, Goldstrike or Callco, and the Trustee or the holders of Exchangeable Shares, in the case of payments made or documents sent by the Trustee or the holders of Exchangeable Shares, as the case may be.

Section 14.5 Counterparts

This Agreement may be executed in counterparts (including counterparts by facsimile), each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

Section 14.6 Jurisdiction

This Agreement shall be construed and enforced in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

IN WITNESS WHEREOF, the parties hereby have executed this agreement or caused this agreement to be executed by their respective duly authorized officers as of the date first above written.

[remainder of page left intentionally blank]

GOLDSTRIKE INC.                          1203647 ALBERTA INC.


Per:                                     Per:
       ------------------------------           ------------------------------
Name:  Greg Yanke                        Name:
Title: President                         Title:

GRAN TIERRA GOLDSTRIKE INC.              OLYMPIA TRUST COMPANY


Per:                                     Per:
       ------------------------------           ------------------------------
Name:                                    Name:
Title:                                   Title:

SCHEDULE "A"

Exchangeable Share Provisions

SCHEDULE "B"

DETAILS OF THE GOLDSTRIKE SPECIAL VOTING SHARE

SPLIT-OFF AGREEMENT

SPLIT-OFF AGREEMENT, dated as of this ________ day of ________ 2005 (this "Agreement"), by and among Goldstrike Inc., a Nevada corporation ("Seller"), Dr. Yenyou Zheng ("Zheng" or "Purchaser"), Goldstrike Leasco Inc., a Nevada corporation ("Leasco"), and Gran Tierra Energy Inc., an Alberta corporation ("Gran Tierra").

R E C I T A L S:

WHEREAS, Seller is the owner of all of the issued and outstanding capital stock of Leasco. Leasco is a newly-formed wholly owned subsidiary of Seller which was organized to acquire, and has so acquired, a Mineral Property Sale Agreement previously entered into by Seller. Seller has no other businesses or operations;

WHEREAS, prior to the execution of this Agreement, Seller, Gran Tierra, and two newly-formed wholly-owned Alberta subsidiaries of Seller entered into a series of transactions (collectively, the "Reorganization Agreements") with each other and the former stockholders of Gran Tierra as a result of which, among other effects, Gran Tierra became a wholly-owned subsidiary of Seller (the "Reorganization");

WHEREAS, the execution and delivery of this Agreement was required by Gran Tierra as a condition subsequent to its execution of the Reorganization Agreements. The consummation of the purchase and sale transaction contemplated by this Agreement was also a condition subsequent to the completion of the Reorganization pursuant to the Reorganization Agreements. Seller has represented to Gran Tierra in the Reorganization Agreements that the purchase and sale transaction contemplated by this Agreement would be consummated as soon as practicable following the consummation of the Reorganization, and Gran Tierra relied on such representation in entering into the Reorganization Agreements;

WHEREAS, Purchaser desires to purchase the Shares (as defined in Section 1.1) from Seller, and to assume, as between Seller and Purchaser, all responsibilities for any debts, obligations and liabilities of Leasco, on the terms and subject to the conditions specified in this Agreement; and

WHEREAS, Seller desires to sell and transfer the Shares to the Purchaser, on the terms and subject to the conditions specified in this Agreement;

NOW, THEREFORE, in consideration of the premises and the covenants, promises, and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, agree as follows.

I. PURCHASE AND SALE OF STOCK.

1.1 Purchased Shares. Subject to the terms and conditions provided below, Seller shall sell and transfer to Purchaser and Purchaser shall purchase from Seller, on the Closing Date (as defined in Section 1.3), all the issued and outstanding shares of capital stock of Leasco (the "Shares").

1.2 Purchase Price. The purchase price for the Shares shall be the transfer and delivery by Purchaser to Seller of all shares of common stock of Seller that Purchaser owns (the "Purchase Price Shares"), as delineated below and deliverable as provided in Section 2.2.

Zheng 1,565,218 shares

1.3 Closing. The closing of the transactions contemplated in this Agreement (the "Closing") shall take place as soon as practicable following the execution of this Agreement. The date on which the Closing occurs shall be referred to herein as the Closing Date (the "Closing Date").

II. CLOSING.

2.1 Transfer of Shares. At the Closing, Seller shall deliver to Purchaser certificates representing the Shares, duly endorsed to Purchaser or as directed by Purchaser, which delivery shall vest Purchaser with good and marketable title to all of the issued and outstanding shares of capital stock of Leasco, free and clear of all liens and encumbrances. The Purchaser shall receive such number of Shares as is set forth below:

Zheng 200 Shares

2.2 Payment of Purchase Price. At the Closing, Purchaser shall deliver to Seller a certificate or certificates representing the Purchase Price Shares duly endorsed to Seller, which delivery shall vest Seller with good and marketable title to the Purchase Price Shares, free and clear of all liens and encumbrances.

2.3 Transfer of Records. On or before the Closing, Seller shall arrange for transfer to Leasco all existing corporate books and records in Seller's possession relating to Leasco and its business, including but not limited to all agreements, litigation files, real estate files, mineral leases, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Leasco, only copies of such documents need be furnished. On or before the Closing, Purchaser and Leasco shall transfer to Seller all existing corporate books and records in the possession of Purchaser or Leasco relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Leasco or its business, only copies of such documents need be furnished.

III. PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser represents and warrants to Seller and Gran Tierra that:

3.1 Capacity and Enforceability. Purchaser has the legal capacity to execute and deliver this Agreement and the documents to be executed and delivered by Purchaser at the Closing pursuant to the transactions contemplated hereby. This Agreement and all such documents constitute valid and binding agreements of Purchaser, enforceable in accordance with their terms.

3.2 Compliance. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by Purchaser will result in the breach of any term or provision of, or constitute a default under, or violate any agreement, indenture, instrument, order, law or regulation to which Purchaser is a party or by which Purchaser is bound.

Purchase for Investment. Purchaser is acquiring the Shares solely for his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the "Securities Act"), or an exemption from such registration is available. Purchaser acknowledges that Purchaser is an officer and director of Seller and Leasco and, as such, has actual knowledge of the business, operations and financial affairs of Leasco. Purchaser has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Purchaser realizes that the Shares are "restricted securities" as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Purchaser understands that the Shares are being sold to him pursuant to the exemption from registration contained in Section 4(2) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(2) exemption.

1. Liabilities. Following the Closing, Seller will have no liability for any debts, liabilities or obligations of Leasco or its business or activities, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to Leasco or its business and that may survive the Closing.

2. Title to Purchase Price Shares. Purchaser is the sole record and beneficial owner of the Purchase Price Shares being sold by Purchaser hereunder. At Closing, Purchaser will have good and marketable title to the Purchase Price Shares, which Purchase Price Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens, and encumbrances and any restrictions or limitations prohibiting or restricting transfer to Seller, except for restrictions on transfer as contemplated by applicable securities laws.

IV. SELLER'S AND LEASCO'S REPRESENTATIONS AND WARRANTIES. Seller and Leasco, jointly and severally, represent and warrant to Purchaser that:

4.1 Organization and Good Standing. Seller is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Nevada. Leasco is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada.

4.2 Authority and Enforceability. The execution and delivery of this Agreement and the documents to be executed and delivered at the Closing pursuant to the transactions contemplated hereby, and performance in accordance with the terms hereof and thereof, have been duly authorized by Seller and all such documents constitute the valid and binding agreements of Seller enforceable in accordance with their terms.

4.3 Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Purchaser, except for restrictions on transfer as contemplated by Section 3.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Leasco.

4.4 Representations in Reorganization Agreement. Leasco represents and warrants that all of the representations and warranties by Seller, insofar as they relate to Leasco, contained in the Reorganization Agreements are true and correct.

V. OBLIGATIONS OF PURCHASER PENDING CLOSING. Purchaser covenants and agree that between the date hereof and the Closing:

5.1 Not Impair Performance. Purchaser shall not take any intentional action that would cause the conditions upon the obligations of the parties hereto to effect the transactions contemplated hereby not to be fulfilled, including, without limitation, taking or causing to be taken any action that would cause the representations and warranties made by any party herein not to be true, correct and accurate as of the Closing, or in any way impairing the ability of Seller to satisfy its obligations as provided in Article VI.

5.2 Assist Performance. Purchaser shall exercise its reasonable best efforts to cause to be fulfilled those conditions precedent to Seller's obligations to consummate the transactions contemplated hereby which are dependent upon actions of Purchaser and to make and/or obtain any necessary filings and consents in order to consummate the sale transaction contemplated by this Agreement.

VI. OBLIGATIONS OF SELLER PENDING CLOSING. Seller covenants and agrees that between the date hereof and the Closing:

6.1 Business as Usual. Leasco shall operate and Seller shall cause Leasco to operate in accordance with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with Leasco. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Leasco shall
(a) make all normal and customary repairs to its equipment, assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain Leasco's assets in their current operating condition and repair, ordinary wear and tear excepted. Leasco shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Leasco nor Purchaser shall take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

6.2 Not Impair Performance. Seller shall not take any intentional action that would cause the conditions upon the obligations of the parties hereto to effect the transactions contemplated hereby not to be fulfilled, including, without limitation, taking or causing to be taken any action which would cause the representations and warranties made by any party herein not to be materially true, correct and accurate as of the Closing, or in any way impairing the ability of Purchaser to satisfy its obligations as provided in Article V.

6.3 Assist Performance. Seller shall exercise its reasonable best efforts to cause to be fulfilled those conditions precedent to Purchaser's obligations to consummate the transactions contemplated hereby which are dependent upon the actions of Seller and to work with Purchaser to make and/or obtain any necessary filings and consents. Seller shall cause Leasco to comply with its obligations under this Agreement.

VII. SELLER'S AND LEASCO'S CONDITIONS PRECEDENT TO CLOSING. The obligations of Seller and Leasco to close the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any or all of which may be waived by Seller and Gran Tierra in writing):

7.1 Representations and Warranties; Performance. All representations and warranties of Purchaser contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Purchaser shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Purchaser at or prior to the Closing.

7.2 Additional Documents. Purchaser shall deliver or cause to be delivered such additional documents as may be necessary in connection with the consummation of the transactions contemplated by this Agreement and the performance of its obligations hereunder.

7.3 Release by Leasco. At the Closing, Leasco shall execute and deliver to Seller and Gran Tierra a general release which in substance and effect releases Seller and Gran Tierra from any and all liabilities and obligations that Seller and Gran Tierra may owe to Leasco in any capacity and from any and all claims that Leasco may have against Seller, Gran Tierra, or their respective officers, directors, stockholders, employees and agents (other than those arising pursuant to this Agreement or any document delivered in connection with this Agreement).

VIII. PURCHASER'S CONDITIONS PRECEDENT TO CLOSING. The obligation of Purchaser to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any and all of which may be waived by Purchaser in writing):

8.1 Representations and Warranties; Performance. All representations and warranties of Seller and Leasco contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing. Seller and Leasco shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by them at or prior to the Closing.

IX. OTHER AGREEMENTS.

9.1 Expenses. Each party hereto shall bear its expenses separately incurred in connection with this Agreement and with the performance of its obligations hereunder.

9.2 Confidentiality. The parties hereto shall not make any public announcements concerning this transaction other than in accordance with mutual agreement reached prior to any such announcement(s) and other than as may be required by applicable law or judicial process. If for any reason the transactions contemplated hereby are not consummated, then Purchaser shall return any information received by Purchaser from Seller or Leasco, and Purchaser shall cause all confidential information obtained by Purchaser concerning Leasco and its business to be treated as such.

9.3 Brokers' Fees. No party to this Agreement has employed the services of a broker and each agrees to indemnify the other against all claims of any third parties for fees and commissions of any brokers claiming a fee or commission related to the transactions contemplated hereby.

9.4 Access to Information Post-Closing; Cooperation.

(a) Following the Closing, Purchaser and Leasco shall afford to Seller and its authorized accountants, counsel, and other designated representatives reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours to allow records, books, contracts, instruments, computer data and other data and information (collectively, "Information") within the possession or control of Purchaser or Leasco insofar as such access is reasonably required by Seller. Information may be requested under this Section 9.4(a) for, without limitation, audit, accounting, claims, litigation and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and performing this Agreement and the transactions contemplated hereby. No files, books or records of Leasco existing at the Closing Date shall be destroyed by Purchaser or Leasco after Closing but prior to the expiration of any period during which such files, books or records are required to be maintained and preserved by applicable law without giving the Seller at least 30 days' prior written notice, during which time Seller shall have the right to examine and to remove any such files, books and records prior to their destruction.

(b) Following the Closing, Seller shall afford to Leasco and its authorized accountants, counsel and other designated representatives reasonable access (including using reasonable efforts to give access to persons or firms possessing information) duplicating rights during normal business hours to Information within Seller's possession or control relating to the business of Leasco. Information may be requested under this Section 9.4(b) for, without limitation, audit, accounting, claims, litigation and tax purposes as well as for purposes of fulfilling disclosure and reporting obligations and for performing this Agreement and the transactions contemplated hereby. No files, books or records of Leasco existing at the Closing Date shall be destroyed by Seller after Closing but prior to the expiration of any period during which such files, books or records are required to be maintained and preserved by applicable law without giving the Purchaser at least 30 days prior written notice, during which time Purchaser shall have the right to examine and to remove any such files, books and records prior to their destruction.

(c) At all times following the Closing, Seller, Purchaser and Leasco shall use reasonable efforts to make available to the other party on written request, the current and former officers, directors, employees and agents of Seller or Leasco for any of the purposes set forth in Section 9.4(a) or (b) above or as witnesses to the extent that such persons may be reasonably be required in connection with any legal, administrative or other proceedings in which Seller or Leasco may from time to be involved.

(d) The party to whom any Information or witnesses are provided under this Section 9.4 shall reimburse the provider thereof for all out-of-pocket expenses actually and reasonably incurred in providing such Information or witnesses.

(e) Seller, Purchaser, Leasco and their respective employees and agents shall each hold in strict confidence all Information concerning the other party in their possession or furnished by the other or the other's representative pursuant to this Agreement with the same degree of care as such party utilizes as to such party's own confidential information (except to the extent that such Information is (i) in the public domain through no fault of such party or (ii) later lawfully acquired from any other source by such party), and each party shall not release or disclose such Information to any other person, except such party's auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons with whom such party has a valid obligation to disclose such Information, unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law.

(f) Seller, Purchaser and Leasco shall each use their best efforts to forward promptly to the other party all notices, claims, correspondence and other materials which are received and determined to pertain to the other party.

9.5 Guarantees, Surety Bonds and Letter of Credit Obligations. In the event that Seller is obligated for any debts, obligations or liabilities of Leasco by virtue of any outstanding guarantee, performance or surety bond or letter of credit provided or arranged by Seller on or prior to the Closing Date, Purchaser and Leasco shall use best efforts to cause to be issued replacements of such bonds, letters of credit and guarantees and to obtain any amendments, novations, releases and approvals necessary to release and discharge fully Seller from any liability thereunder following the Closing. Purchaser and Leasco, jointly and severally, shall be responsible for, and shall indemnify, hold harmless and defend Seller from and against, any costs or losses incurred by Seller arising from such bonds, letters of credits and guarantees and any liabilities arising therefrom and shall reimburse Seller for any payments that Seller may be required to pay pursuant to enforcement of its obligations relating to such bonds, letters of credit and guarantees.

3. Filings and Consents. Purchaser, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Purchaser shall indemnify the Seller Indemnified Parties (as defined in Section 11.1 below) against any Losses (as defined in Section 11.1 below) incurred by any Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Purchaser and Leasco confirm that the provisions of this Section 9.6 will not limit Seller's right to treat such failure as the failure of a condition precedent to Seller's obligation to close pursuant to Article VII above.

4. Insurance. Purchaser acknowledges that on the Closing Date, effective as of the Closing, all insurance coverage and bonds provided by Seller for Leasco, and all certificates of insurance evidencing that Leasco maintains any required insurance by virtue of insurance provided by Seller, will terminate with respect to any insured damages resulting from matters occurring subsequent to Closing.

5. Agreements Regarding Taxes.

6. Tax Sharing Agreements. Any tax sharing agreement between Seller and Leasco is terminated as of the Closing Date and will have no further effect for any taxable year (whether the current year, a future year, or a past year).

7. Returns for Periods Through the Closing Date. Seller will include the income and loss of Leasco (including any deferred income triggered into income by Reg. ss.1.1502-13 and any excess loss accounts taken into income under Reg. ss.1.1502-19) on Seller's consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and Leasco agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the "Pre-Closing Period") and the period after Closing (the "Post-Closing Period") based on a closing of the books of Leasco and both Seller and Leasco agree not to make an election under Reg. ss.1.1502-76(b)(2)(ii) to ratably allocate the year's items of income, gain, loss, deduction and credit. Seller, Leasco and Purchaser agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Purchaser's purchase of the Shares on Leasco's tax returns to the extent permitted by Reg. ss.1.1502-76(b)(1)(ii)(B). Purchaser agrees to indemnify Seller for any additional tax owed by Seller
(including tax owned by Seller due to this indemnification payment) resulting from any transaction engaged in by Leasco during the Pre-Closing Period or on the Closing Date after Purchaser's purchase of the Shares. Leasco will furnish tax information to Seller for inclusion in Seller's consolidated federal income tax return for the period which includes the Closing Date in accordance with Leasco's past custom and practice.

8. Audits. Seller will allow Leasco and its counsel to participate at Leasco's expense in any audits of Seller's consolidated federal income tax returns to the extent that such audit raises issues that relate to and increase the tax liability of Leasco. Seller shall have the absolute right, in its sole discretion, to engage professionals and direct the representation of Seller in connection with any such audit and the resolution thereof, without receiving the consent of Purchaser or Leasco or any other party acting on behalf of Purchaser or Leasco, provided that Seller will not settle any such audit in a manner which would materially adversely affect Leasco after the Closing Date unless such settlement would be reasonable in the case of a person that owned Leasco both before and after the Closing Date. In the event that after Closing any tax authority informs the Purchaser or Leasco of any notice of proposed audit, claim, assessment, or other dispute concerning an amount of taxes which pertain to the Seller, or to Leasco during the period prior to Closing, Purchaser or Leasco must promptly notify the Seller of the same within 15 calendar days of the date of the notice from the tax authority. In the event Purchaser or Leasco does not notify the Seller within such 15 day period, Purchaser and Leasco, jointly and severally, will indemnify the Seller for any incremental interest, penalty or other assessments resulting from the delay in giving notice. To the extent of any conflict or inconsistency, the provisions of this Section 9.8 shall control over the provisions of Section 11.2 below.

9. Cooperation on Tax Matters. Purchaser, Seller and Leasco shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of tax returns pursuant to this Section and any audit, litigation or other proceeding with respect to taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Leasco shall (i) retain all books and records with respect to tax matters pertinent to Leasco relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give Seller reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Seller so requests, Purchaser agrees to cause Leasco to allow Seller to take possession of such books and records.

X. TERMINATION. This Agreement may be terminated at, or at any time prior to, the Closing by mutual written consent of Seller, Purchaser and Gran Tierra.

If this Agreement is terminated as provided herein, it shall become wholly void and of no further force and effect and there shall be no further liability or obligation on the part of any party except to pay such expenses as are required of such party.

XI. INDEMNIFICATION.

11.1 Indemnification by Purchaser. Purchaser covenants and agrees to indemnify, defend, protect and hold harmless Seller, and its officers, directors, employees, stockholders, agents, representatives and affiliates (collectively, together with Seller, the "Seller Indemnified Parties") at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, "Losses"), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Purchaser set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Purchaser to indemnify Seller set forth in this Agreement) on the part of Purchaser under this Agreement, (iii) any debt, liability or obligation of Leasco, (iv) the conduct and operations of the business of Leasco whether before or after Closing, (v) claims asserted against Leasco whether before or after Closing, or (vi) any federal or state income tax payable by Seller and attributable to the transaction contemplated by this Agreement.

11.2 Third Party Claims.

(a) Defense. If any claim or liability (a "Third-Party Claim") should be asserted against any of the Seller Indemnified Parties (the "Indemnitee") by a third party after the Closing for which Purchaser have an indemnification obligation under the terms of Section 11.1, then the Indemnitee shall notify Purchaser and Leasco (the "Indemnitor") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a "Claim Notice") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and in connection therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Claim. The expenses (including reasonable attorneys' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided on subsection
(b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

(b) Failure to Defend. If the Indemnitor shall not agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, or shall fail to continue such defense until the final resolution of such Third-Party Claim, then the Indemnitee may defend against such Third-Party Claim in such manner as it may deem appropriate and the Indemnitee may settle such Third-Party Claim on such terms as it may deem appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all settlement payments and expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense or settlement of such Third-Party Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor shall satisfy any judgment rendered with respect to such Third-Party Claim before the Indemnitee is required to do so, and pay all expenses, legal or otherwise, incurred by the Indemnitee in the defense against such Third-Party Claim.

11.3 Non-Third-Party Claims. Upon discovery of any claim for which Purchaser have an indemnification obligation under the terms of Section 11.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Purchaser of such claim and, in any case, shall give Purchaser such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Purchaser shall not excuse Purchaser from any indemnification liability except to the extent that Purchaser is materially and adversely prejudiced by such failure.

10. Survival. Except as otherwise provided in this Section 11.4, all representations and warranties made by Purchaser, Leasco and Seller in connection with this Agreement shall survive the Closing. Anything in this Agreement to the contrary notwithstanding, the liability of all Indemnitors under this Article XI shall terminate on the third (3rd) anniversary of the Closing Date, except with respect to (a) liability for any item as to which, prior to the third (3rd) anniversary of the Closing Date, any Indemnitee shall have asserted a Claim in writing, which Claim shall identify its basis with reasonable specificity, in which case the liability for such Claim shall continue until it shall have been finally settled, decided or adjudicated, (b) liability of any party for Losses for which such party has an indemnification obligation, incurred as a result of such party's breach of any covenant or agreement to be performed by such party after the Closing, (c) liability of Purchaser for Losses incurred by a Seller Indemnified Party due to breaches of their representations and warranties in Article III of this Agreement, and (d) liability of Purchaser for Losses arising out of Third-Party Claims for which Purchaser have an indemnification obligation, which liability shall survive until the statute of limitation applicable to any third party's right to assert a Third-Party Claim bars assertion of such claim.

XII. MISCELLANEOUS.

12.1 Notices. All notices and communications required or permitted hereunder shall be in writing and deemed given when received by means of the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, or personal delivery, or overnight courier, as follows:

(a) If to Seller, addressed to:

Goldstrike Inc.
1055 West Hastings Street, Suite 1980, Vancouver, British Columbia, Canada V6E 2E9 Attn: Dr. Yenyou Zheng

With a copy to (which shall not constitute notice hereunder):

Gottbetter & Partners LLP 488 Madison Avenue, 12th Floor New York, NY 10022
Attn: Kenneth S. Goodwin, Esq.

(b) If to Purchaser or Leasco, addressed to:

Dr. Dr. Yenyou Zheng
1055 West Hastings Street, Suite 1980, Vancouver, British Columbia, Canada V6E 2E9

With a copy to (which shall not constitute notice hereunder):

Gregory S. Yanke, Law Corporation 200 - 675 West Hastings Street, Vancouver British Columbia, Canada V7L 3G8 Attention: Gregory S. Yanke, Esq.

Gran Tierra Energy Inc. Tenth Floor, 10 - 8th Avenue S.W.

Calgary, Alberta, Canada T2P 1G5

Attention: Dana Coffield

With a copy to (which shall not constitute notice hereunder):

McGuireWoods LLP
1345 Avenue of the Americas New York, NY 10105
Attention: Louis W. Zehil, Esq.

or to such other address as any party hereto shall specify pursuant to this
Section 12.1 from time to time.

12.2 Exercise of Rights and Remedies. Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

12.3 Time. Time is of the essence with respect to this Agreement.

12.4 Reformation and Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

12.5 Further Acts. Seller, Purchaser and Leasco shall execute any and all documents and perform such other acts which may be reasonably necessary to effectuate the purposes of this Agreement.

12.6 Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties relating to the subject matter contained herein. This Agreement cannot be amended or changed except through a written instrument signed by all of the parties hereto, including Gran Tierra. No provisions of this Agreement or any rights hereunder may be waived by any party without the prior written consent of Gran Tierra.

12.7 Assignment. No party may assign his or its rights or obligations hereunder, in whole or in part, without the prior written consent of the other parties.

12.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts or choice of laws thereof.

12.9 Counterparts. This Agreement may be executed in one or more counterparts, with the same effect as if all parties had signed the same document. Each such counterpart shall be an original, but all such counterparts taken together shall constitute a single agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page was an original thereof.

12.10 Section Headings and Gender. The Section headings used herein are inserted for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other genders, whether used in the masculine, feminine or neuter, and the singular shall include the plural, and vice versa, whenever and as often as may be appropriate.

12.11 Specific Performance; Remedies. Each of Seller, Purchaser and Leasco acknowledges and agrees that Gran Tierra would be damaged irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each of Seller, Purchaser and Leasco agrees that Gran Tierra will be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, subject to Section 12.8, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity, and nothing herein will be considered an election of remedies.

12.12 Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words "include," "includes," and "including" will be deemed to be followed by "without limitation." The words "this Agreement," "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which that party has not breached will not detract from or mitigate the fact that such party is in breach of the first representation, warranty, or covenant.

[Signature page follows this page.]

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the day and year first above written.

GOLDSTRIKE INC.

By:

Name:
Title:

LEASCO, INC.

By:

Name:
Title:

PURCHASER

Dr. Yenyou Zheng

GRAN TIERRA ENERGY INC.

By:

Name:
Title:

INDEMNITY AGREEMENT

This INDEMNITY AGREEMENT (the "Agreement") is dated as of _________ , 2005 and is made by and between Gran Tierra Energy, Inc. a Nevada corporation (the "Company"), and __________________________, an officer or director of the Company (the "Indemnitee").

RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and/or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

B. Based on their experience as business managers, the Board of Directors of the Company (the "Board") has concluded that, to retain and attract talented and experienced individuals to serve as officers and directors of the Company, and to encourage such individuals to take the business risks necessary for the success of the Company, it is necessary for the Company contractually to indemnify officers and directors and to assume for itself maximum liability for expenses and damages in connection with claims against such officers and directors in connection with their service to the Company;

C. The Nevada Revised Statutes under which the Company is organized (the "Law"), empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by the Law is not exclusive; and

D. The Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company. As an inducement to serve and in consideration for such service, the Company has agreed to indemnify the Indemnitee for claims for damages arising out of or related to the performance of such services to the Company in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions.

1.1 Agent. For the purposes of this Agreement, "agent" of the Company means any person who is or at any time was a director or officer of the Company or a subsidiary of the Company; or is or at any time was serving at the request of, for the convenience of, or to represent the interest of the Company or a subsidiary of the Company as a director or officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or an affiliate of the Company; or was a director or officer of another enterprise or affiliate of the Company at the request of, for the convenience of, or to represent the interests of such predecessor corporation. The term "enterprise" includes any employee benefit plan of the Company, its subsidiaries, affiliates and predecessor corporations.

1.2 Expenses. For purposes of this Agreement, "expenses" includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, Section 145 of the Law or otherwise.

1.3 Proceeding. For the purposes of this Agreement, "proceeding" means any threatened, pending or completed action, suit, inquiry or other proceeding, whether civil, criminal, administrative, investigative or any other type whatsoever.

1.4 Subsidiary. For purposes of this Agreement, "subsidiary" means any corporation of which more than fifty percent (50%) of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries or by one or more of the Company's subsidiaries.

2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, faithfully and to the best of his ability, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the charter documents of the Company or any subsidiary of the Company; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee may have assumed apart from this Agreement), and the Company or any subsidiary shall have no obligation under this Agreement to continue the Indemnitee in any such position. For the avoidance of doubt, the Company and Indemnitee each acknowledge and agree that the resignation or other termination of Indemnitee as an agent of the Company under this paragraph 2 shall not impair any right that Indemnitee may otherwise have to be indemnified under the terms of this Agreement.

3. Directors' and Officers' Insurance. The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors' and officers' liability insurance ("D&O Insurance"), on such terms and conditions as may be approved by the Board.

4. Mandatory Indemnification. Subject to Section 9 below, the Company shall indemnify and hold the Indemnitee harmless to the fullest extent permitted by the Law. Without limiting the generality of the foregoing, the company shall indemnify and hold harmless the Indemnitee:

4.1 Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or at any time was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

4.2 Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or at any time was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged, in a judgment not subject to appeal, to be liable to the Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the Court of Chancery in Delaware or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

4.3 Exception for Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) to the extent such have been paid directly to the Indemnitee by D&O Insurance.

5. Partial Indemnification and Contribution.

5.1 Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.

5.2 Contribution. If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the statutory limitations set forth in the Law, then in respect of any threatened, pending or completed proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation, which does not take account of the foregoing equitable considerations.

6. Mandatory Advancement of Expenses.

6.1 Advancement. Subject to Section 9 below, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, participation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent of the Company or by reason of anything done or not done by him in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or Bylaws of the Company, the Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

6.2 Exception. Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to advance any expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the Board reasonably determines in good faith, within thirty (30) days of the Indemnitee's request to be advanced expenses, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed by another forum, in the manner set forth in Sections 8.3, 8.4 and 8.5 hereof, with all references therein to "indemnification" being deemed to refer to "advancement of expenses," and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the Indemnitee acted in bad faith. The Company may not avail itself of this
Section 6.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a change in control. For this purpose, a change in control shall mean a given person or group of affiliated persons or groups increasing their beneficial ownership interest in the Company by at least twenty (20) percentage points without advance Board approval.

7. Notice and Other Indemnification Procedures.

7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.

7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies.

7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

8. Determination of Right to Indemnification.

8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by him in connection with the investigation, defense or appeal of such proceeding, or such claim, issue or matter, as the case may be.

8.2 In the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnify the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.3 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following:

(a) a quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought;

(b) the stockholders of the Company, provided however that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company;

(c) legal counsel mutually agreed upon by the Indemnitee and the Board, which counsel shall make such determination in a written opinion;

(d) a panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected; or

(e) the courts of the State of Nevada or other court having jurisdiction of subject matter and the parties.

8.4 As soon as practicable, and in no event later than thirty (30) days after the forum has been selected pursuant to Section 8.3 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.

8.5 If the forum selected in accordance with Section 8.3 hereof is not a court, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right to apply to the courts of the State of Nevada, the court in which the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending or any other court having jurisdiction of subject matter and the parties, for the purpose of appealing the decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court.

8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding was frivolous or not made in good faith.

9. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

9.1 Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

9.2 Unauthorized Settlements. To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or

9.3 Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section l6(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; or

9.4 Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter, in a judgment not subject to appeal, shall determine that such indemnification is not lawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication.

10. Non-Exclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision of law, the Company's Certificate of Incorporation or Bylaws, the vote of the Company's stockholders or disinterested directors, other agreements or otherwise, both as to action in the Indemnitee's official capacity and to action in another capacity while occupying his position as an agent of the Company, and the Indemnitee's rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.

11. General Provisions.

11.1 Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except as expressly limited herein.

11.2 Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, then:

(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and

(b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to
Section 11.1 hereof.

11.3 Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

11.4 Subrogation. In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary or desirable to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

11.5 Counterparts. This Agreement may be executed in one or more counterparts, which shall together constitute one agreement.

11.6 Successors and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties hereto.

11.7 Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given: (a) if delivered by hand and signed for by the party addressee; or (b) if mailed by certified or registered mail, with postage prepaid, on the third business day after the mailing date. Addresses for notices to either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.

11.8 Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware.

11.9 Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of New York for all purposes in connection with any action or proceeding, which arises out of or relates to this Agreement.

11.10 Attorneys' Fees. In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without limitation, the payment or reimbursement of expenses of any proceeding described in Section
4), the Indemnitee shall be entitled to all reasonable fees and expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as of the date first written above.

GRAN TIERRA ENERGY, INC.                  INDEMNITEE



By:
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Title:
      ------------------------

Date:                                     Date:
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                                          Address:
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2005 EQUITY INCENTIVE PLAN

1. Purpose. The purpose of this 2005 Equity Incentive Plan (the "Plan") is to advance the interests of Goldstrike, Inc. (the "Company") and its Affiliates (as defined below) by inducing eligible individuals of outstanding ability and potential to join and remain with, or to provide consulting or advisory services to, the Company or its Affiliates, by encouraging and enabling eligible employees, Outside Directors (as defined below), consultants, and advisors to acquire proprietary interests in the Company, and by providing participating eligible employees, Outside Directors, consultants, and advisors with an additional incentive to promote the success of the Company. These purposes are accomplished by providing for the granting of Incentive Stock Options, Nonqualified Stock Options, Reload Options, Stock Appreciation Rights, and Restricted Stock (all as defined below) to eligible employees, Outside Directors, consultants, and advisors.

2. Definitions. As used in the Plan, the following terms have the meanings indicated:

(a) "Affiliate" means a "parent corporation" or a "subsidiary corporation" (as set forth in Code Sections 424(e) and 424(f), respectively) of the Company.

(b) "Applicable Withholding Taxes" means the aggregate minimum amount of federal, state, local, and foreign income, payroll, and other taxes that an Employer is required to withhold in connection with the grant, vesting, or exercise of any Award.

(c) "Award" means an Incentive Stock Option, a Nonqualified Stock Option, a Reload Option, a Stock Appreciation Right, or Restricted Stock.

(d) "Beneficiary" means the person or entity designated by the Participant, in a form approved by the Company, to exercise the Participant's rights with respect to an Award after the Participant's death. If the Participant does not validly designate a Beneficiary, or if the designated person no longer exists, then the Participant's Beneficiary shall be his or her estate.

(e) "Board" means the Board of Directors of the Company.

(f) "Cause" shall have the same meaning given to such term (or other term of similar meaning) in any written employment or other similar agreement between the Participant and the Company or an Affiliate for purposes of termination of employment under such agreement, and in the absence of any such agreement or if such agreement does not include a definition of "Cause" (or other term of similar meaning), the term "Cause" shall mean (i) any material breach by the Participant of any agreement to which the Participant and the Company or an Affiliate are parties, (ii) any continuing act or omission to act by the Participant which may have a material and adverse effect on the Company's business or on the Participant's ability to perform services for the Company or an Affiliate, including, without limitation, the commission of any crime (other than minor traffic violations), or (iii) any material misconduct or material neglect of duties by the Participant in connection with the business or affairs of the Company or an Affiliate.

(g) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any rulings or regulations promulgated thereunder.

(h) "Committee" means the Board, the Compensation Committee of the Board, or such other committee of the Board as the Board appoints to administer the Plan; provided, however, that should Section 162(m) of the Code and Section 16 of the Securities Exchange Act of 1934 apply to Awards under the Plan, if any member of the Committee does not qualify as both an "outside director" for purposes of Code Section 162(m) and a "nonemployee director" for purposes of Rule 16b-3, the remaining members of the Committee (but not less than two members) shall be constituted as a subcommittee of the Committee to act as the Committee for purposes of the Plan.

(i) "Commission" means the U.S. Securities and Exchange Commission.

(j) "Company" means Goldstrike, Inc., a Nevada corporation, and its subsidiaries.

(k) "Company Stock" means common stock, par value $.001 per share, of the Company. In the event of a change in the capital structure of the Company affecting the common stock (as provided in Section 14), the shares resulting from such a change in the common stock shall be deemed to be Company Stock within the meaning of the Plan.

(l) "Date of Grant" means the date on which the Committee grants an Award, or such future date as may be determined by the Committee.

(m) "Disability" means a disability within the meaning of Code
Section 22(e)(3).

(n) "Employer" means the Company and each Affiliate that employs one or more Participants.

(o) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(p) "Fair Market Value" means on any given date the fair market value of Company Stock as of such date, as determined by the Committee. If the Common Stock is listed on a national securities exchange or traded on the over-the-counter market, Fair Market Value means the closing selling price or, if not available, the closing bid price or, if not available, the high bid price of the Common Stock quoted on such exchange, or on the over-the-counter market as reported by the NASDAQ Stock Market ("NASDAQ"), or if the Common Stock is not listed on NASDAQ, then by the National Quotation Bureau, Incorporated, on the day immediately preceding the day on which the Award is granted or exercised, as the case may be, or, if there is no selling or bid price on that day, the closing selling price, closing bid price, or high bid price on the most recent day which precedes that day and for which such prices are available.

(q) "Incentive Stock Option" means an Option that qualifies for favorable income tax treatment under Code Section 422.

(r) "Mature Shares" means shares of Company Stock for which the shareholder has good title, free and clear of all liens and encumbrances, and which the shareholder either (i) has held for at least 6 months or (ii) has purchased on the open market.

(s) "Nonqualified Stock Option" means an Option that is not an Incentive Stock Option.

(t) "Option" means a right to purchase Company Stock granted under the Plan, at a price determined in accordance with the Plan.

(u) "Outside Director" means a member of the Board who is not an employee of, or a consultant or advisor to, the Company or an Affiliate as of the Date of Grant.

(v) "Participant" means any employee, Outside Director, consultant, or advisor (including independent contractors, professional advisors, and service providers) of the Company or an Affiliate who receives an Award under the Plan.

(w) "Restricted Stock" means Company Stock awarded under Section 9 of the Plan.

(x) "Reload Option" means a reload option grant made in accordance with Section 7 of the Plan.

(y) "Rule 16b-3" means Rule 16b-3 of the Commission promulgated under the Exchange Act. A reference in the Plan to Rule 16b-3 shall include a reference to any corresponding rule (or number redesignation) of any amendments to Rule 16b-3 enacted after the effective date of the Plan's adoption.

(z) "Securities Act" means the Securities Act of 1933, as amended.

(aa) "Stock Appreciation Right" means a right to receive amounts awarded under Section 8.

3. Stock.

(a) Subject to Section 14 of the Plan, there shall be reserved for issuance under the Plan an aggregate of 2,000,000 shares of Company Stock, which may be authorized but unissued shares, or shares held in the Company's treasury, or shares purchased from stockholders expressly for use under the Plan. No more than 1,000,000 shares shall be reserved for grants to the former senior management team of Gran Tierra Energy, Inc., the Canadian corporation. In addition, shares allocable to Awards granted under the Plan that expire, are forfeited, are cancelled without the delivery of the shares, or otherwise terminate unexercised, may again be available for Awards under the Plan. For purposes of determining the number of shares that are available for Awards under the Plan, the number shall also include the number of shares surrendered by a Participant actually or by attestation or retained by the Company in payment of Applicable Withholding Taxes, and any Mature Shares surrendered by a Participant upon exercise of an Option or in payment of Applicable Withholding Taxes. Shares issued under the Plan through the settlement, assumption, or substitution of outstanding awards or obligations to grant future awards as a condition of an Employer acquiring another entity shall not reduce the maximum number of shares available for delivery under the Plan.

(b) Subject to Section 14, no more than 200,000 shares may be allocated in the aggregate to the Awards that are granted to any individual Participant during any calendar year.

4. Eligibility. Subject to the terms of the Plan, the Committee shall have the power and complete discretion, as provided in Section 13, to select eligible employees, Outside Directors, consultants, and advisors to receive an Award under the Plan; provided, however, that any Award shall be subject to the following terms and conditions:

(a) Only those individuals who are employees (including officers) of the Company or an Affiliate at the Date of Grant shall be eligible to receive an Incentive Stock Option under the Plan.

(b) All employees (including officers) and Outside Directors of, or consultants and advisors to, either the Company or an Affiliate at the Date of Grant shall be eligible to receive Nonqualified Stock Options, Stock Appreciation Rights, and Restricted Stock; provided, however, that Nonqualified Stock Options, Stock Appreciation Rights, and Restricted Stock may not be granted to any such consultants and advisors unless (i) bona fide services have been or are to be rendered by such consultant or advisor and (ii) such services are not in connection with the offer or sale of securities in a capital raising transaction.

(c) Anything herein to the contrary notwithstanding, any recipient of an Award under the Plan must be includable in the definition of "employee" provided in the general instructions to Form S-8 Registration Statement under the Securities Act.

(d) The grant of an Award shall not obligate an Employer to pay any employee, Outside Director, consultant, or advisor any particular amount of remuneration, to continue the employment of the employee or engagement of the Outside Director, consultant, or advisor after the grant, or to make further grants to the employee, Outside Director, consultant, or advisor at any time thereafter.

5. Stock Options.

(a) The Committee may make grants of Options to Participants. Except as otherwise provided herein, the Committee shall determine the number of shares for which Options are granted, the Option exercise price per share, whether the Options are Incentive Stock Options or Nonqualified Stock Options, and any other terms and conditions to which the Options are subject.

(b) The exercise price of shares of Company Stock covered by an Option shall be not less than 100 percent of the Fair Market Value of Company Stock on the Date of Grant. Except as provided in Section 14, (i) the exercise price of an Option may not be decreased after the Date of Grant and (ii) a Participant may not surrender an Option in consideration for the grant of a new Option with a lower exercise price or another Award. If a Participant's Option is cancelled before its termination date, the Participant may not receive another Option within 6 months of the cancellation unless the exercise price of such Option is no less than the exercise price of the cancelled Option.

(i) All Options shall be evidenced by a written stock option agreement (the "Stock Option Agreement") setting forth all the relevant terms of the Award.

(ii) No Option shall be exercisable more than 10 years after the Date of Grant.

(iii) The aggregate Fair Market Value, determined at the Date of Grant, of shares for which Incentive Stock Options become exercisable by a Participant during any calendar year shall not exceed $100,000.

(iv) If an Incentive Stock Option is granted to an employee who owns, at the Date of Grant, more than 10 percent of the total combined voting power of all classes of stock of the Company or an Affiliate, then (A) the option price of the shares subject to the Incentive Stock Option shall be at least 110% of the Fair Market Value of the Company Stock at the Date of Grant and (B) such Incentive Stock Option shall not be exercisable after the expiration of 5 years from the Date of Grant.

(v) If the employment of an employee by, or the services of an Outside Director for, or consultant or advisor to, the Company or an Affiliate should be terminated for Cause or terminated voluntarily by the grantee, then any outstanding Option shall terminate immediately. If such employment or services terminates for any other reason, unless otherwise provided in a written employment, consulting or other related agreement executed between the Company and the employee, Outside Director or consultant or advisor, any such Option exercisable as of the date of termination may be exercised at any time within 3 months of termination. For purposes of this subsection, (A) the retirement of an individual either pursuant to a pension or retirement plan maintained by the Company or an Affiliate or at the applicable normal retirement date prescribed from time to time by the Company shall be deemed to be termination of the individual's employment other than voluntarily or for Cause, and (B) an individual who leaves the employ or services of the Company or an Affiliate to become an employee or Outside Director of, or a consultant or advisor to, an entity that has assumed the Option as a result of a corporate reorganization or the like shall not be considered to have terminated employment or services.

(vi) If the holder of an Option under the Plan ceases employment or services because of Disability while employed by, or while serving as an Outside Director for or a consultant or advisor to, the Company or an Affiliate, then such Option may, subject to the provisions of subsection (viii) below and the provisions of any effective written employment, consulting or other related agreement executed between the Company and the employee, Outside Director or consultant or advisor, be exercised at any time within 1 year after the termination of employment or services due to the Disability.

(vii) If the holder of an Option under the Plan dies (A) while employed by, or while serving as an Outside Director for or a consultant or advisor to, the Company or an Affiliate, or (B) within 3 months after the termination of employment or services other than voluntarily by the grantee or for Cause, then such Option may, subject to the provisions of subsection (viii) below and the provisions of any effective written employment, consulting or other related agreement executed between the Company and the employee, Outside Director or consultant or advisor,, be exercised by the Participant's Beneficiary at any time within 1 year after the Participant's death.

t 18 0 (viii) An Option may not be exercised after termination of employment, termination of directorship, termination of consulting or advisory services, Disability or death except to the extent that the holder was entitled to exercise the Option at the time of such termination or as otherwise provided in a currently effective written employment, consulting or other related agreement executed between the Company and the employee, Outside Director or consultant or advisor, and in any event may not be exercised after the expiration of the Option in accordance with the terms of the grant.

(ix) The employment relationship of an employee of the Company or an Affiliate shall be treated as continuing intact while the employee is on military or sick leave or other bona fide leave of absence if such leave does not exceed 90 days or, if longer, so long as the employee's right to reemployment is guaranteed either by statute or by contract.

(d) The holder of any Option granted under the Plan shall have none of the rights of a stockholder with respect to the shares covered by the Option until such stock shall be transferred to the holder upon the exercise of the Option.

6. Grants to Outside Directors. Awards, other than Incentive Stock Options, may be made to Outside Directors. The Committee shall have the power and complete discretion to select Outside Directors to receive Awards. The Committee shall have the complete discretion, under provisions consistent with
Section 13, to determine the terms and conditions, the nature of the Award and the number of shares to be allocated as part of each Award for each Outside Director. The grant of an Award shall not obligate the Company to make further grants to the Outside Director at any time thereafter or to retain any person as a director for any period of time.

7. Reload Options. The Committee may grant Options with a reload feature. A reload feature shall only apply when the exercise price is paid by delivery of Company Stock in accordance with Section 10. The Stock Option Agreement for the Option containing the reload feature shall provide that the holder of the Option shall receive, contemporaneously with the payment of the exercise price in shares of Common Stock, a Reload Option to purchase that number of shares of Company Stock equal to the sum of (i) the number of shares used to exercise the Option, and (ii) with respect to Nonqualified Stock Options, the number of shares used to satisfy Applicable Withholding Taxes. The terms of the Plan applicable to the Option shall be equally applicable to the Reload Option with the following exceptions: (i) the option price per share of Company Stock deliverable upon the exercise of the Reload Option (A) in the case of a Reload Option that is an Incentive Stock Option being granted to a Participant who owns more than 10 percent of the total combined voting power of all classes of stock of the Company or an Affiliate, shall be 110% of the Fair Market Value of a share of Company Stock on the Date of Grant of the Reload Option, and (B) in the case of a Reload Option which is an Incentive Stock Option being granted to any other Participant, or which is a Nonqualified Stock Option, shall be the Fair Market Value of a share of Company Stock on the Date of Grant of the Reload Option; and (ii) the term of the Reload Option shall be evidenced by an appropriate amendment to the Stock Option Agreement for the Option which gave rise to the Reload Option. If the exercise price of an Option containing a reload feature is paid in cash and not in shares of Company Stock, the reload feature shall have no application with respect to such exercise.

8. Stock Appreciation Rights. Concurrently with, or subsequent to, the award of any Option to purchase one or more shares of Common Stock, the Committee may, in its sole discretion, award to the optionee with respect to each share of Common Stock covered by an Option a related Stock Appreciation Right, which permits the optionee to be paid the appreciation on the related Option in lieu of exercising the Option. The Committee shall establish as to each award of Stock Appreciation Rights the terms and conditions to which the Stock Appreciation Rights are subject; provided, however, that the following terms and conditions shall apply to all Stock Appreciation Rights:

(a) A Stock Appreciation Right granted with respect to an Incentive Stock Option must be granted together with the related Option. A Stock Appreciation Right granted with respect to a Nonqualified Stock Option may be granted together with, or subsequent to, the grant of the related Option.

(b) A Stock Appreciation Right shall entitle the Participant, upon exercise of the Stock Appreciation Right, to receive in exchange an amount equal to the excess of (i) the Fair Market Value on the date of exercise of Company Stock covered by the surrendered Stock Appreciation Right over (ii) the Fair Market Value of Company Stock on the Date of Grant of the Stock Appreciation Right. The Committee may limit the amount that the Participant will be entitled to receive upon exercise of a Stock Appreciation Right.

(c) A Stock Appreciation Right may be exercised only if and to the extent the underlying Option is exercisable, and a Stock Appreciation Right may not be exercisable in any event more than 10 years after the Date of Grant.

(d) A Stock Appreciation Right may only be exercised at a time when the Fair Market Value of Company Stock covered by the Stock Appreciation Right exceeds the Fair Market Value of Company Stock on the Date of Grant of the Stock Appreciation Right. The Stock Appreciation Right may provide for payment in Company Stock or cash, or a fixed combination of Company Stock and cash, or the Committee may reserve the right to determine the manner of payment at the time the Stock Appreciation Right is exercised.

(e) To the extent a Stock Appreciation Right is exercised, the underlying Option shall be cancelled, and the shares of Company Stock represented by the Option shall no longer be available for Awards under the Plan.

9. Restricted Stock Awards.

(a) The Committee may make grants of Restricted Stock to a Participant. The Committee shall establish as to each award of Restricted Stock the terms and conditions to which the Restricted Stock is subject, including the period of time before which all restrictions shall lapse and the Participant shall have full ownership of the Company Stock. The Committee in its discretion may award Restricted Stock without cash consideration. All Restricted Stock Awards shall be evidenced by a Restricted Stock Agreement setting forth all the relevant terms of the Award.

(b) Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions have lapsed or been removed. Certificates representing Restricted Stock shall be held by the Company until the restrictions lapse, and the Participant shall provide the Company with appropriate stock powers endorsed in blank.

10. Method of Exercise of Options.

(a) Options may be exercised by the Participant (or his or her legal guardian or personal representative) by giving written notice of the exercise to the Company at its principal office (attention of the Corporate Secretary) pursuant to procedures established by the Company. The notice shall state the number of shares the Participant has elected to purchase under the Option. Such notice shall be accompanied, or followed within 10 days of delivery thereof, by payment of the full exercise price of such shares. The exercise price may be paid in cash by means of a check payable to the order of the Company or, if the terms of an Option permit, (i) by delivery or attestation of Mature Shares (valued at their Fair Market Value) in satisfaction of all or any part of the exercise price, (ii) by delivery of a properly executed exercise notice with irrevocable instructions to a broker to deliver to the Company the amount necessary to pay the exercise price from the sale or proceeds of a loan from the broker with respect to the sale of Company Stock or a broker loan secured by the Company Stock, or (iii) a combination of (i) and (ii).

(b) Unless prior to the exercise of the Option the shares issuable upon such exercise have been registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, the notice of exercise shall be accompanied by a representation or agreement of the individual or entity exercising the Option to the Company to the effect that such shares are being acquired for investment purposes and not with a view to the distribution thereof, and such other documentation as may be required by the Company, unless in the opinion of counsel to the Company such representation, agreement or documentation is not necessary to comply with any such act.

(c) The Company shall not be obligated to deliver any Company Stock until the shares have been listed on each securities exchange or market on which the Company Stock may then be listed or until there has been qualification under or compliance with such federal or state laws, rules or regulations as the Company may deem applicable. The Company shall use reasonable efforts to obtain such listing, qualification and compliance.

11. Tax Withholding. Each Participant shall agree as a condition of receiving an Award payable in the form of Company Stock to pay to the Employer, or make arrangements satisfactory to the Employer regarding the payment to the Employer of, Applicable Withholding Taxes. Under procedures established by the Committee or its delegate, a Participant may elect to satisfy Applicable Withholding Taxes by (i) making a cash payment or authorizing additional withholding from cash compensation, (ii) delivering Mature Shares (valued at their Fair Market Value), or (iii) if the applicable Stock Option Agreement or Restricted Stock Agreement permits, having the Company retain that number of shares of Company Stock (valued at their Fair Market Value) that would satisfy all or a specified portion of the Applicable Withholding Taxes.

12. Transferability of Awards. Awards shall not be transferable except by will or by the laws of descent and distribution.

13. Administration of the Plan.

(a) The Committee shall administer the Plan. Subject to the terms and conditions set forth in the Plan, the Committee shall have general authority to impose any term, limitation, or condition upon an Award that the Committee deems appropriate to achieve the objectives of the Award and of the Plan. The Committee may adopt rules and regulations for carrying out the Plan with respect to Participants and Beneficiaries. The interpretation and construction of any provision of the Plan by the Committee shall be final and conclusive as to any Participant or Beneficiary.

(b) The Committee shall have the power to amend the terms and conditions of previously granted Awards so long as the terms as amended are consistent with the terms of the Plan and provided that the consent of the Participant is obtained with respect to any amendment that would be detrimental to him or her, except that such consent will not be required if such amendment is for the purpose of complying with Rule 16b-3 or any requirement of the Code or of other securities laws applicable to the Award.

(c) The Committee shall have the power and complete discretion (i) to delegate to any individual, or to any group of individuals employed by the Company or any Affiliate, the authority to grant Awards under the Plan and (ii) to determine the terms and limitations of any delegation of authority; provided, however, that the Committee may not delegate power and discretion to the extent such action would cause noncompliance with, or the imposition of penalties, excise taxes, or other sanctions under, applicable corporate law, Rule 16b-3, Code Section 162(m) or 409A, or any other applicable securities or tax law.

(d) If a Participant or former Participant (A) becomes associated with, recruits or solicits customers or other employees of the Company or an Affiliate, is employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee) any business that is in competition with the Company or any of its Affiliates, or (B) engages in, or has engaged in, conduct which the Committee determines to be detrimental to the interests of the Company or any of its Affiliates, the Committee may, in its sole discretion,

(i) cancel all outstanding Awards, including immediately terminating any Options held by the Participant, regardless of whether then exercisable,

(ii) require the Participant or former Participant to repay any payment or benefit received under an Award within the previous 2 years, and/or

(iii) offset any other amounts owed to the Participant by any payment received under an Award within the previous 2 years.

14. Change in Capital Structure.

(a) In the event of a stock dividend, stock split, or combination of shares, share exchange, share distribution, recapitalization or merger in which the Company is the surviving corporation, a spin-off or split-off of a subsidiary or Affiliate, or other change in the Company's capital stock (including, but not limited to, the creation or issuance to shareholders generally of rights, options, or warrants for the purchase of common stock or preferred stock of the Company), the aggregate number and kind of shares of stock or securities of the Company to be subject to the Plan and to Awards then outstanding or to be granted, the maximum number of shares or securities which may be delivered under the Plan under Sections 3(a), 3(b), or 9, the per share exercise price of Options, the terms of Awards, and other relevant provisions shall be proportionately and appropriately adjusted by the Committee in its discretion, and the determination of the Committee shall be binding on all persons. If the adjustment would produce fractional shares with respect to any unexercised Option, the Committee may adjust appropriately and in a nondiscriminatory manner the number of shares covered by the Option so as to eliminate the fractional shares.

(b) If the Company is a party to a consolidation or a merger in which the Company is not the surviving corporation, a transaction that results in the acquisition of substantially all of the Company's outstanding stock by a single person or entity, or a sale or transfer of substantially all of the Company's assets, the Committee may take such actions with respect to outstanding Awards as the Committee deems appropriate.

15. Effective Date. The effective date of the Plan is November 10, 2005. The Plan shall be submitted to the shareholders of the Company for approval. Until (i) the Plan has been approved by the Company's shareholders, and (ii) the requirements of any applicable federal or state securities laws have been met, no Restricted Stock shall be awarded, and no Option shall be granted or exercisable, that is not contingent on these events.

16. Termination, Modification. If not sooner terminated by the Board, this Plan shall terminate at the close of business on November 10, 2015. No Awards shall be made under the Plan after its termination. The Board may amend or terminate the Plan as it shall deem advisable; provided, however, that no change shall be made that increases the total number of shares of Company Stock reserved for issuance pursuant to Awards granted under the Plan (except pursuant to Section 14), or reduces the minimum exercise price for Options, or exchanges an Option for another Award, unless such change is authorized by the shareholders of the Company. Except as otherwise specifically provided herein, a termination or amendment of the Plan shall not, without the consent of the Participant, adversely affect a Participant's rights under an Award previously granted to him or her.

17. American Jobs Creation Act of 2004.

(a) It is intended that the Plan comply in all applicable respects with the American Jobs Creation Act of 2004 and Code Section 409A, as either may be amended from time to time, and any rulings, regulations, or other guidelines promulgated under either or both statutes (such statutes, rulings, regulations and other guidelines to be referred to collectively herein as "Section 409A"). This Plan, and any amendments thereto, shall therefore be interpreted and implemented at all times so as to (i) ensure compliance with Section 409A and
(ii) avoid any penalty or early taxation of any payment or benefit under the Plan.

(b) Anything herein to the contrary notwithstanding, the Board shall approve and implement such amendments as it deems necessary or desirable to ensure compliance with Section 409A and to avoid any penalty or early taxation of any payment or benefit under this Plan; provided, however, that no change shall be made that increases the total number of shares of Company Stock reserved for issuance pursuant to Awards granted under the Plan (except pursuant to Section 14), or reduces the minimum exercise price for Options, or exchanges an Option for another Award, unless such change is authorized by the shareholders of the Company. No such amendment shall require the consent of any Participant.

18. Interpretation and Venue. Except to the extent preempted by applicable federal law, the terms of this Plan shall be governed by the laws of the State of Nevada without regard to its conflict of laws rules.