Statement Regarding Forward-Looking Information

This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including without limitation, statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated quantities and net present values of reserves, business strategy, plans and objectives of our management for future operations, covenant compliance and those statements preceded by, followed by or that otherwise include the words "believe", "expects", "anticipates", "intends", "estimates", "projects", "target", "goal", "plans", "objective", "should", or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct nor can we assure adequate funding will be available to execute our planned future capital program. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements, including, but not limited to, those set out in Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

The following discussion of our financial condition and results of operations should be read in conjunction with the Financial Statements as set out in Part I
- Item 1 of this Quarterly Report on Form 10-Q, as well as the financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on February 27, 2009.

Overview

We are an independent international energy company incorporated in the United States and engaged in oil and natural gas exploration, development and production. We are headquartered in Calgary, Alberta, Canada and operate in South America in Colombia, Argentina and Peru.

In September 2005, we acquired our initial oil and gas interests and properties, which were in Argentina. During 2006, we increased our oil and gas interest and property base through further acquisitions in Colombia, Argentina and Peru. We funded acquisitions of our properties in Colombia and Argentina through a series of private placements of our securities that occurred between September 2005 and February 2006 and an additional private placement that occurred in June 2006.

Effective November 14, 2008, we completed the acquisition of Solana Resources Limited ("Solana"). Upon completion of the transaction, Solana became an indirect wholly-owned subsidiary of Gran Tierra. Solana is an international resource company engaged in the acquisition, exploration, development and production of oil and natural gas. Solana is incorporated in Alberta, Canada with its head office in Calgary, Alberta. At the date of acquisition, Solana held various working interests in nine blocks in Colombia and was the operator of six of those blocks, four of which contained producing assets. As a result of the acquisition, Gran Tierra increased its working interest in two of the producing blocks and has a working interest in seven new blocks.

The oil and gas industry has been adversely impacted by the downturn in the global economy and the decline in crude oil prices. Although our revenue has been negatively affected by these lower oil prices, our current liquidity position has mitigated the impact of these adverse market conditions. We believe that our current operations and capital expenditure program can be maintained from cash flow from existing operations, cash on hand and our credit facilities, barring unforeseen events. We also have the ability to defer or cancel portions of our capital expenditure program should our operating cash flows decline as a result of further reductions in crude oil prices.

Financial and Operational Highlights (1)

                                                            Three Months Ended March 31,
                                                        2009              2008         % Change

Production - Barrels of Oil Equivalent per Day            10,417            2,843            266

Barrels of Oil Equivalent Prices Realized            $     35.36       $    80.20            (56 )

Revenue and Interest ($000's)                        $    33,565       $   20,819             61

Net Income ($000's)                                  $    14,132       $    4,676            202

Net Income Per Share - Basic                         $      0.06       $     0.05             20

Net Income Per Share - Diluted                       $      0.06       $     0.04             50

Capital Expenditures ($000's)                        $    19,166       $    9,154            109

                                                As at March 31,       As at December 31,
                                                     2009                    2008               % Change

Cash & Cash Equivalents ($000's)               $         147,710     $            176,754              (16 )

Property, Plant & Equipment ($000's)           $         758,072     $            767,552               (1 )

(1) The Financial and Operating Highlights include the operations of Solana subsequent to its acquisition on November 14, 2008.

Financial Highlights for Three Months Ended March 31, 2009

· In the first quarter of 2009, production of crude oil and natural gas (net after royalty and inventory adjustments) averaged 10,417 barrels of oil equivalent per day, an increase of 266% over the same period in 2008, due mainly to production from three new development wells in the Costayaco field in the Chaza Block in Colombia where Gran Tierra has a 100% working interest subsequent to the acquisition of Solana.

· Increased production offset partially by lower oil prices resulted in a 61% increase in total revenues over the same period in 2008.

· Net income for the three months ended March 31, 2009 tripled from the same quarter of last year mainly due to higher revenues from operations and a foreign exchange gain of $20.2 million, resulting primarily from the translation of a deferred tax liability recorded on the purchase of Solana, partially offset by increased depletion expense related to the Solana acquisition and higher production levels.

· On a per share basis, net income increased by 20% as the impact of improved earnings was partially offset by a 146% increase in weighted average shares outstanding to 239 million shares during the current quarter compared with 97 million shares in the same period last year.

· Oil and gas property expenditures for the first quarter of 2009 include further development drilling in the Costayaco field, the drilling of the Puinaves - 2 exploration well in the Guachiria Norte Block and acquisition of 3D seismic in the Guachiria Sur block all in Colombia.

· Our cash position of $147.7 million at March 31, 2009 decreased from $176.8 million at December 31, 2008 as a result of first quarter capital expenditures and cash used in operating activities.

· Property, plant & equipment as at March 31, 2009 was $758.1 million, a slight decrease from December 31, 2008, primarily as a result of increased depletion, depreciation and accretion ("DD&A"), offsetting the current quarter capital additions.