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, one share is designated as Special A Voting Stock, par value $0.001 per share, and one share is designated as Special B Voting Stock, par value $0.001 per share. Shares of Common Stock Exchangeable Shares of Gran Tierra Exchangeco Inc. Exchangeable Shares of Gran Tierra Goldstrike Inc. Balance, December 31, 2017 385,191,042 4,422,776 1,688,889 Options exercised 30,000 — — Shares repurchased and canceled (464,912 ) — — Exchange of exchangeable shares 203,600 (203,600 ) — Balance, March 31, 2018 384,959,730 4,219,176 1,688,889 On March 7, 2018 , the Company announced that it intended to implement a share repurchase program (the “2018 Program”) through the facilities of the Toronto Stock Exchange ("TSX") and eligible alternative trading platforms in Canada. Under the 2018 Program, the Company is able to purchase at prevailing market prices up to 19,269,732 shares of Common Stock, representing approximately 5.00% of the issued and outstanding shares of Common Stock as of March 8, 2018 . Shares purchased pursuant to 2018 Program will be canceled. The 2018 Program will expire on March 11, 2019 , or earlier if the 5.00% share maximum is reached. Equity Compensation Awards The following table provides information about p erformance stock units (“PSUs”), deferred share units (“DSUs”), restricted stock units (“RSUs”) and stock option activity for the three months ended March 31, 2018 : PSUs DSUs RSUs Stock Options Number of Outstanding Share Units Number of Outstanding Share Units Number of Outstanding Share Units Number of Outstanding Stock Options Weighted Average Exercise Price/Stock Option ($) Balance, December 31, 2017 6,131,951 455,768 122,090 8,960,692 3.65 Granted 3,305,486 67,926 — 1,890,413 2.47 Exercised — — (48,600 ) (30,000 ) (2.46 ) Forfeited (108,195 ) — (1,822 ) (349,878 ) (5.17 ) Expired — — — (8,334 ) (3.50 ) Balance, March 31, 2018 9,329,242 523,694 71,668 10,462,893 3.39 Stock-based compensation expense for the three months ended March 31, 2018 , was $3.3 million and was primarily recorded in general and administrative ("G&A") expenses ( three months ended March 31, 2017 - $1.2 million ). At March 31, 2018 , there was $22.0 million ( December 31, 2017 - $13.7 million ) of unrecognized compensation cost related to unvested PSUs, RSUs and stock options which is expected to be recognized over a weighted average period of 2.0 years. Net Income per Share Basic net income per share is calculated by dividing net income by the weighted average number of shares of Common Stock and exchangeable shares issued and outstanding during each period. Diluted net income per share is similarly calculated except that the common shares outstanding for the period is increased using the treasury stock method to reflect the potential dilution that could occur if outstanding stock awards were vested at the end of the applicable period plus potentially issuable shares on conversion of the convertible notes. Anti-dilutive shares represent potentially dilutive securities that are excluded from the computation of diluted income or loss per share as their impact would be anti-dilutive. Weighted Average Shares Outstanding Three Months Ended March 31, 2018 2017 Weighted average number of common and exchangeable shares outstanding 391,294,042 399,007,086 Shares issuable pursuant to stock options 867,427 635,484 Shares assumed to be purchased from proceeds of stock options (782,456 ) (596,456 ) Weighted average number of diluted common and exchangeable shares outstanding 391,379,013 399,046,114 For the three months ended March 31, 2018 , 8,599,422 options, on a weighted average basis, ( three months ended March 31, 2017 - 9,210,869 options) were excluded from the diluted income per share calculation as the options were anti-dilutive. Shares issuable upon conversion of the 5.00% Convertible Notes due 2021 ("Convertible Notes") were anti-dilutive and excluded from the diluted income per share calculation. |