Share Capital | Share Capital The Company’s authorized share capital consists of 595,000,002 shares of capital stock, of which 570 million are designated as Common Stock, par value $0.001 per share, 25 million are designated as Preferred Stock, par value $0.001 per share, and two shares are designated as special voting stock, par value $0.001 per share. Shares of Common Stock Exchangeable Shares of Gran Tierra Exchangeco Inc. Exchangeable Shares of Gran Tierra Goldstrike Inc. Balance, December 31, 2014 276,072,351 5,595,118 4,524,627 Options exercised 240,000 — — Shares repurchased and canceled (3,000,796 ) — — Exchange of exchangeable shares 1,502,995 (617,257 ) (885,738 ) Shares canceled (11 ) (84 ) — Balance, September 30, 2015 274,814,539 4,977,777 3,638,889 On July 22, 2015, the Company announced that it intended to implement a new share repurchase program (the “2015 Program”) through the facilities of the Toronto Stock Exchange ("TSX"), the NYSE MKT and eligible alternative trading platforms in Canada and the United States. The Company received regulatory approval from the TSX to commence the 2015 Program on July 27, 2015. The Company is able to purchase at prevailing market prices up to 13,831,866 shares of Common Stock, representing 4.98% of the issued and outstanding shares of Common Stock as of July 21, 2015. Shares purchased pursuant to the 2015 Program will be canceled. The 2015 Program will expire on July 29, 2016, or earlier if the 4.98% share maximum is reached. The 2015 Program may be terminated by the Company at any time, subject to compliance with regulatory requirements. As such, there can be no assurance regarding the total number of shares that may be repurchased under the 2015 Program. Income (loss) per share Basic income (loss) per share is calculated by dividing income (loss) attributable to common shareholders by the weighted average number of shares of Common Stock and exchangeable shares issued and outstanding during each period. Diluted income (loss) per share is calculated by adjusting the weighted average number of shares of Common Stock and exchangeable shares outstanding for the dilutive effect, if any, of share equivalents. The Company uses the treasury stock method to determine the dilutive effect. This method assumes that all Common Stock 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 shares of Common Stock of the Company at the volume weighted average trading price of shares of Common Stock during the period. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Weighted average number of common and exchangeable shares outstanding 285,592,382 285,576,898 286,057,952 284,203,679 Weighted average shares issuable pursuant to stock options — 8,117,355 — 9,399,930 Weighted average shares assumed to be purchased from proceeds of stock options — (5,634,652 ) — (6,034,262 ) Weighted average number of diluted common and exchangeable shares outstanding 285,592,382 288,059,601 286,057,952 287,569,347 For the three and nine months ended September 30, 2015 , 13,051,834 and 13,659,367 options, respectively, on a weighted average basis, (three and nine months ended September 30, 2014 - 6,884,227 and 6,925,117 options, respectively) were excluded from the diluted income per share calculation as the options were anti-dilutive. Restricted Stock Units and Stock Options The Company grants time-vested restricted stock units ("RSUs") to certain officers, employees and consultants. Additionally, the Company grants options to purchase shares of Common Stock to certain directors, officers, employees and consultants. The following table provides information about RSU and stock option activity for the nine months ended September 30, 2015 : RSUs Options Number of Outstanding Share Units Number of Outstanding Options Weighted Average Exercise Price $/Option Balance, December 31, 2014 1,236,963 13,790,220 5.93 Granted 1,041,450 5,076,260 3.11 Exercised (519,111 ) (240,000 ) 2.51 Forfeited (708,242 ) (1,344,961 ) (5.66 ) Expired — (4,323,143 ) (6.85 ) Balance, September 30, 2015 1,051,060 12,958,376 4.61 For the nine months ended September 30, 2015 , 240,000 shares of Common Stock were issued for cash proceeds of $0.6 million upon the exercise of stock options ( nine months ended September 30, 2014 - $11.2 million ). The weighted average grant date fair value for options granted in the three months ended September 30, 2015 , was $0.95 ( three months ended September 30, 2014 - $2.21 ) and for the nine months ended September 30, 2015 , was $1.26 ( nine months ended September 30, 2014 - $2.50 ). The amounts recognized for stock-based compensation were as follows: Three Months Ended September 30, Nine Months Ended September 30, (Thousands of U.S. Dollars) 2015 2014 2015 2014 Compensation costs for stock options $ 967 $ 1,961 $ 1,654 $ 5,824 Compensation costs for RSUs 46 326 583 3,967 1,013 2,287 2,237 9,791 Less: Stock-based compensation costs capitalized — (278 ) (111 ) (2,100 ) Stock-based compensation expense $ 1,013 $ 2,009 $ 2,126 $ 7,691 Stock-based compensation expense for the three and nine months ended September 30, 2015 , and the three months ended September 30, 2014 , was primarily recorded in general and administrative ("G&A") expenses. Of the total stock-based compensation expense for the nine months ended September 30, 2014 , $6.1 million was recorded in G&A expenses, $0.3 million was recorded in operating expenses and $1.3 million was recorded in loss from discontinued operations. At September 30, 2015 , there was $5.3 million ( December 31, 2014 - $4.8 million ) of unrecognized compensation cost related to unvested stock options and RSUs which is expected to be recognized over a weighted average period of 1.5 years. |