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): January 30, 2019

_____________________

 

GRAN TIERRA ENERGY INC.
(Exact Name of Registrant as Specified in its Charter)
     
Delaware 001-34018 98-0479924

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

     

Suite 900, 520-3 Avenue SW

Calgary, Alberta, Canada

T2P 0R3

(Address of Principal Executive Offices)

(Zip Code)

     
(403) 265-3221
(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:

 

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

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

Gran Tierra Energy Inc. (" Gran Tierra " or the " Company ") is hereby presenting information regarding its oil and natural gas reserves at December 31, 2018 and certain operational updates regarding fourth quarter and full year 2018.

 

Reserves Information

 

Gran Tierra's 2018 reserves were independently prepared by McDaniel & Associates Consultants Ltd. (" McDaniel " ) .

 

See "Glossary" for definitions of industry terms and abbreviations.

 

The following table sets forth Gran Tierra’s estimated reserves NAR as of December 31, 2018.

  

    Oil     Natural Gas     Oil and Natural Gas  
Reserves Category   (Mbbl)     (MMcf)     (MBOE)  
Proved                  
Total proved developed reserves     36,805       1,253       37,014  
Total proved undeveloped reserves     17,117       929       17,272  
Total proved reserves     53,922       2,182       54,286  
                         
Probable                        
Total probable developed reserves     9,832       386       9,896  
Total probable undeveloped reserves     51,559       886       51,707  
Total probable reserves     61,391       1,272       61,603  
                         
Possible                        
Total possible developed reserves     13,480       458       13,556  
Total possible undeveloped reserves     35,216       949       35,374  
Total possible reserves     48,696       1,407       48,930  

 

The product prices that were used to determine the future gross revenue for each property reflect adjustments to the benchmark prices for gravity, quality, local conditions and/or distance from market. The average realized prices for reserves in the report are:

 

Oil and NGLs (USD/bbl)   $ 61.16  
Natural Gas (USD/Mcf)   $ 3.67  

  

 

 

 

Operations Update

 

The following table sets forth select estimated operational data for Gran Tierra for the year ended December 31, 2018:

 

    Year Ended December 31, 2018  
    2018     % Change     2017     % Change     2016  
Estimated Proved Oil and Gas Reserves, NAR, at December 31 (MMBOE)     54       (8 )     59       11       53  
                                         
Estimated Probable Oil and Gas Reserves, NAR, at December 31 (MMBOE)     62       13       55       25       44  
                                         
Estimated Possible Oil and Gas Reserves, NAR, at December 31 (MMBOE)     49       (16 )     58       (9 )     64  
                                         
Average Consolidated Daily Volumes (BOEPD)                                        
                                         
Working Interest Production Before Royalties     36,209       13       32,105       19       27,062  
Royalties     (7,156 )     35       (5,320 )     37       (3,875 )
Production NAR     29,053       8       26,785       16       23,187  
(Increase) Decrease in Inventory     (336 )     250       (96 )     (113 )     767  
Sales (1)     28,717       8       26,689       11       23,954  

 

The standardized measure of discounted future net cash flows from Gran Tierra's estimated proved oil and gas reserves is as follows:

 

($ thousands)      
December 31, 2018      
Future cash inflows   $ 3,351,768  
Future production costs     (1,225,259 )
Future development costs     (261,563 )
Future asset retirement obligations     (45,045 )
Future income tax expense     (326,856 )
Future net cash flows     1,493,045  
10% discount     (298,585 )
Standardized Measure of Discounted Future Net Cash Flows   $ 1,194,460  

 

Gran Tierra provides the following additional unaudited financial and production information as part of this update:

 

Estimated year-end 2018 net working capital deficit and debt of $366.6 million, prepared in accordance with generally accepted accounting principles in the United States of America (" GAAP" ).
Average fourth quarter 2018 production is estimated to be 38,156 BOEPD gross WI before royalties or 31,196 BOEPD net after royalty (" NAR "). Fourth quarter 2018 WI sales volume is estimated to be 38,183 BOEPD, or 31,059 BOEPD NAR.
Estimated 2018 Colombia exploration and development capital expenditures, excluding acquired properties, of $355.6 million.

 

(1) Sales volumes represent production NAR adjusted for inventory changes. Sales volumes for the year ended December 31, 2017 and 2016 include 576 and 717 BOEPD respectively from operations in Brazil.

 

Unaudited Financial Information

 

Certain financial and operating results included in this Current Report on Form 8-K including working capital, capital expenditures, and production information are based on unaudited estimated results. These estimates were prepared by management and Gran Tierra’s independent auditors have not reviewed this information. These estimated results are subject to change upon completion of the Company's audited financial statements for the year ended December 31, 2018, and changes could be material. Gran Tierra anticipates filing its audited financial statements and related management's discussion and analysis for the year ended December 31, 2018 on or before February 27, 2019.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

23.1   Consent of McDaniel & Associates Consultants Ltd.
99.1   Gran Tierra Energy Inc. Reserves Assessment and Evaluation of Oil and Gas Properties Corporate Summary, effective December 31, 2018.

 

Forward Looking Statements and Legal Advisories:

 

This Current Report on Form 8-K contains opinions, forecasts, projections, guidance, plans and other statements about future events or results that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and financial outlook and forward looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Such forward-looking statements include, but are not limited to, management's expectations regarding changes to the results presented herein following completion of the audit of the 2018 financial statements and reserves information.

 

Among the important factors that could cause actual results to differ materially from those indicated by the forward-looking statements in this Current Report on Form 8-K are completion of the audit of the 2018 financial statements and the risk factors detailed from time to time in Gran Tierra’s periodic reports filed with the Securities and Exchange Commission, including, without limitation, under the caption “Risk Factors” in Gran Tierra’s Annual Report on Form 10-K filed February 27, 2018 and its subsequent quarterly reports on Form 10-Q. These filings are available on the Web site maintained by the Securities and Exchange Commission at http://www.sec.gov and on SEDAR at www.sedar.com. Should any one of a number of issues arise, Gran Tierra may find it necessary to alter its business strategy and/or capital spending program and there can be no assurance as at the date of this Current Report on Form 8-K as to how those funds may be reallocated or strategy changed and how that would impact Gran Tierra’s results of operations and financing position.

 

All forward-looking statements are made as of the date of this Current Report on Form 8-K and the fact that this Current Report on Form 8-K remains available does not constitute a representation by Gran Tierra that Gran Tierra believes these forward-looking statements continue to be true as of any subsequent date. Actual results may vary materially from the expected results expressed in forward-looking statements. Gran Tierra disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws. Gran Tierra’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.

 

Oil and Gas Disclaimer:

 

BOEs have been converted on the basis of 6 thousand cubic feet (“Mcf”) of natural gas to 1 bbl. BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1 barrel is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In addition, given that the value ratio based on the current price of oil as compared with natural gas is significantly different from the energy equivalent of six to one, utilizing a BOE conversion ratio of 6 Mcf: 1 barrel would be misleading as an indication of value.

 

Investors are urged to consider closely the disclosures and risk factors in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in the other reports and filings with the SEC, available from the Company’s offices or website. These forms can also be obtained from the SEC via the internet at www.sec.gov.

Glossary of Oil and Gas Terms:

 

In this document, the abbreviations set forth below have the following meanings:

       
bbl barrel Mcf thousand cubic feet
Mbbl thousand barrels MMcf million cubic feet
MMbbl million barrels Bcf billion cubic feet
BOE barrels of oil equivalent bopd barrels of oil per day
MMBOE million barrels of oil equivalent NGL natural gas liquids
BOEPD barrels of oil equivalent per day NAR net after royalty

 

 

 

 

NAR sales volumes represent production NAR adjusted for inventory changes and losses. Our oil and gas reserves are reported NAR. Our production is also reported NAR, except as otherwise specifically noted as "working interest production before royalties." NGL volumes are converted to BOE on a one-to-one basis with oil. Gas volumes are converted to BOE at the rate of 6 Mcf of gas per bbl of oil, based upon the approximate relative energy content of gas and oil. The rate is not necessarily indicative of the relationship between oil and gas prices. BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf:1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

 

Below are explanations of some commonly used terms in the oil and gas business and in this report.

 

Field.  An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.

 

Possible reserves.  Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. The SEC provides a complete definition of possible reserves in Rule 4-10(a)(17) of Regulation S-X.

 

Probable reserves.  Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but that, together with proved reserves, are as likely as not to be recovered. The SEC provides a complete definition of probable reserves in Rule 4-10(a)(18) of Regulation S-X.

 

Proved developed reserves.  In general, reserves that can be expected to be recovered from existing wells with existing equipment and operating methods. The SEC provides a complete definition of developed oil and gas reserves in Rule 4-10(a)(6) of Regulation S-X.

 

Proved reserves.  Those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and

(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

(B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

 

Proved undeveloped reserves.  In general, reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. The SEC provides a complete definition of undeveloped oil and gas reserves in Rule 4-10(a)(31) of Regulation S-X.

 

Reserves.  Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

 

Working interest.  The operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and a share of production and requires the owner to pay a share of the costs of drilling and production operations.

 

 

 

 

SIGNATURE

 

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

 

Dated: January 30, 2019

 

  GRAN TIERRA ENERGY INC.
     
     
  By:  /s/ Gary S. Guidry
    Name: Gary S. Guidry
    Title: President & Chief Executive Officer

 

 

 

 

Exhibit 23.1

 

 

Consent of Independent Reserve Engineers

 

Mr. Ryan Ellson

Chief Financial Officer

Gran Tierra Energy Inc. ("Gran Tierra")

900, 520 3 Avenue S.W.

Calgary, Alberta, Canada T2P 0R3

 

 

  Re:   Gran Tierra Registration Statement:
    Form S-8 (Reg. Nos. 333-146815, 333-156994, 333-171122 and 333-183029)
    Form S-3 (Reg. Nos. 333-212819 and 333-227204 )
    Filed with the United States Securities Exchange Commission

 

Dear Mr. Ellson:

 

As the independent reserve engineers for Gran Tierra, McDaniel & Associates Consultants Ltd. (" McDaniel "), hereby confirms that it has granted and not withdrawn its consent to the filing of McDaniel reserve report and to the reference to McDaniel 's evaluation of Gran Tierra's reserves as of December 31, 2018, in the form and context disclosed by Gran Tierra in its Form 8-K submission filed with the United States Securities and Exchange Commission on approximately January 29, 2019, for the period ending December 31, 2018, and to the incorporation by reference thereof in the registration statements listed above.

 

Please do not hesitate to contact us if you have any questions.

 

McDaniel & Associates Consultants Ltd.  
   
/s/ Cam Boulton  
Cam Boulton  
Vice President  

 

Dated: January 29, 2019

Calgary, Alberta

CANADA

 

 

 

 

EXHIBIT 99.1

 

THIRD PARTY REPORT ON RESERVES

 

By McDaniel & Associates Consultants Ltd. ("McDaniel") - (Independent Qualified Reserves Evaluator)

 

This report is provided to satisfy the requirements contained in Item 1202(a)(8) of U.S. Securities and Exchange Commission Regulation S-K with respect to Gran Tierra Energy Inc,’s (“Gran Tierra”) oil and gas reserves as at December 31, 2018, and to provide the qualifications of the technical person primarily responsible for overseeing the reserve estimation process .

 

The numbering of items below corresponds to the requirements set out in Item 1202(a)(8) of Regulation S-K. Terms to which a meaning is ascribed in Regulation S-K and Regulation S-X have the same meaning in this report.

 

i. We have prepared an independent estimate of the oil and gas reserves of Gran Tierra for the management and the board of directors of Gran Tierra. The primary purpose of our evaluation report was to provide estimates of reserves information in support of Gran Tierra’s year-end reserves reporting requirements under US Securities Regulation S-K and for other internal business and financial needs of Gran Tierra.

 

ii. We estimated the reserves of Gran Tierra as at December 31, 2018. The completion date of our report is January 29, 2019.

 

iii. McDaniel evaluated 100% of the reserves of Gran Tierra.

 

The following table sets forth the net after royalty reserves of Gran Tierra:

 

Category  

Crude Oil

Mbbl

 

   

Natural Gas

MMcf

 

   

Oil Equivalent

MBOE (1)

 

    Portion of  Reserves Evaluated, %
Proved                            
Developed                            
Colombia     36,805       1,253       37,014     100
Undeveloped                            
Colombia     17,117       929       17,272     100
Total Proved     53,923       2,182       54,286     100
                             
Probable                            
Developed                            
Colombia     9,832       386       9,897     100
Undeveloped                            
Colombia     51,559       886       51,707     100
Total Probable     61,391       1,273       61,603     100
                             
Possible                            
Developed                            
Colombia     13,480       458       13,556     100
Undeveloped                            
Colombia     35,216       949       35,374     100
Total Possible     48,696       1,407       48,931     100

         

(1) Oil equivalence factors: Crude Oil 1 bbl/bbl, Natural Gas 6 Mcf/bbl.

 

 

 

 

iv. As noted in item iii., our evaluation covered 100% of the reserves of Gran Tierra. The assumptions, methods and procedures followed in the evaluation reflect the standards set out in the Canadian Oil and Gas Evaluation Handbook (the "COGE Handbook") modified as necessary to conform to the standards under the U.S. Financial Accounting Standards Board policies (the “FASB Standards”) and. the U.S. Securities and Exchange Commission Regulations (“SEC requirements”).

 

Data used in our evaluation of Gran Tierra's reserves was obtained from regulatory agencies, public sources and from Gran Tierra personnel and Gran Tierra files. In the preparation of our report we have accepted as presented, and have relied, without independent verification, upon a variety of information furnished by Gran Tierra such as interests and burdens on properties, recent production volumes, product transportation and marketing and sales agreements, historical revenue, capital costs, operating expense data, budget forecasts and capital cost estimates and well data for recently drilled wells. If in the course of our evaluation, the validity or sufficiency of any material information was brought into question, we did not rely on such information until such concerns were resolved to our satisfaction.

 

Gran Tierra warranted in a representation letter to us that, to the best of its knowledge and belief, all data furnished to us was accurate in all material respects, and no material data relevant to our evaluation was omitted.

 

A field examination of the evaluated properties was not performed nor was it considered necessary for the purposes of our report.

 

In our opinion, estimates provided in our report have, in all material respects, been determined in accordance with the applicable industry standards, and results provided in our report and summarized herein are appropriate for inclusion in filings under Regulation S-K.

 

v. As required under SEC Regulation S-X, reserves are those quantities of oil and gas that are estimated to be economically producible under existing economic conditions. The primary economic assumptions relate to pricing, capital and operating costs, recoverable volumes and production forecasts.

 

As specified, in determining economic production, constant product benchmark prices are to be based on a 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the effective date of our report unless prices are defined by contractual or other regulatory arrangements. The relevant benchmark prices for Gran Tierra's reserves is Brent Blend Crude Oil FOB North Sea at $72.08 USD/bbl.

 

The product prices that were used to determine the future gross revenue for each property reflect adjustments to the benchmark prices for gravity, quality, local conditions, and/or distance from market, referred to herein as “differentials.” The differentials used in the preparation of this report estimated from received price information provided by Gran Tierra.

 

The average realized prices for Gran Tierra's reserves in the report are:

 

 

Oil and NGLs (USD/bbl) - Colombia   $ 61.16  
Natural Gas (USD/Mcf) - Colombia   $ 3.67  

 

In our economic analysis, operating and capital costs are those costs estimated as applicable at the effective date of our report, with no future escalation. Where deemed appropriate, the capital costs and revised operating costs associated with the implementation of committed projects designed to modify specific field operations in the future may be included in economic projections. Capital costs used in this report were provided by Gran Tierra and actual costs from recent activity. Capital costs are included as required for workovers, new development wells, and production equipment. Based on our understanding of future development plans, a review of the records provided to us, and our knowledge of similar properties, we regard these estimated capital costs to be reasonable. Abandonment costs were assigned to the abandonment of wells assigned reserves, including future wells.

 

Reserves were assigned by volumetric, material balance, decline analysis or analogy where considered appropriate. In many cases, where sufficient data were available, a combination of the methods were applied.

 

 

 

 

Test data and other related information were used to estimate the anticipated initial production rates for those wells or analogous locations. For reserves not yet on production, forecast sales were estimated to commence at an anticipated date furnished by Gran Tierra. Wells or locations that are not currently producing may start producing earlier or later than anticipated in our estimates due to unforeseen factors causing a change in the timing to initiate production. Such factors may include delays due to weather, the availability of rigs, the sequence of drilling, completing and/or recompleting wells and/or constraints set by regulatory bodies.

 

The future production rates from wells currently on production or wells or locations that are not currently producing may be more or less than estimated because of changes including, but not limited to, reservoir performance, operating conditions related to surface facilities, compression and artificial lift, pipeline capacity and/or operating conditions, producing market demand and/or allowables or other constraints set by regulatory bodies.

 

vi. Our report has been prepared assuming the continuation of existing regulatory and fiscal conditions subject to the guidance in the COGE Handbook and SEC regulations. Notwithstanding that Gran Tierra currently has regulatory approval to produce the reserves identified in our report, there is no assurance that changes in regulation will not occur; such changes, which cannot reliably be predicted, could impact Gran Tierra's ability to recover the estimated reserves.

 

vii. Oil and gas reserves estimates have an inherent degree of associated uncertainty the extent of which is affected by many factors. Reserves estimates will vary due to the limited and imprecise nature of data upon which the estimates of reserves are predicated. Moreover, the methods and data used in estimating reserves are often necessarily indirect or analogical in character rather than direct or deductive. Furthermore, the persons involved in the preparation of reserves estimates and associated information are required, in applying geosciences, petroleum engineering and evaluation principles, to make numerous unbiased judgments based upon their educational background, professional training, and professional experience. The extent and significance of the judgments to be made are, in themselves, sufficient to render reserves estimates inherently imprecise. Reserves estimates may change substantially as additional data becomes available and as economic conditions impacting oil and gas prices and costs change. Reserves estimates will also change over time due to other factors such as knowledge and technology, fiscal and economic conditions, contractual, statutory and regulatory provisions. 

 

viii. In our opinion, the reserves information evaluated by us have, in all material respects, been determined in accordance with all appropriate data, assumptions, methods and procedures applicable for the filing of reserves information under U.S. SEC Regulation S-K. All methods and procedures we considered necessary under the circumstances to prepare the report were used.

 

ix. A summary of Gran Tierra's reserves evaluated by us is provided in item iii. 

 

McDaniel is a private firm established in 1955 whose business is the provision of independent geological and engineering services to the petroleum industry. McDaniel is among the largest evaluation firms in North America with over 60 professional and technical support personnel. Mr. Boulton coordinated the evaluation and is a qualified, independent reserves evaluator as defined in COGE Handbook, and a registered Practicing Professional Engineer in the Province of Alberta. Mr. Boulton has over 10 years of experience in the evaluation of oil and gas reserves and resources and has been employed at McDaniel as an evaluator/auditor since 2006.

 

McDaniel & Associates Consultants Ltd.

2200, 255 - 5 Avenue S.W.

Bow Valley Square 3

Calgary, Alberta, Canada T2P 3G6

Dated: January 29, 2019

  

/s/ Cam Boulton
Cam Boulton
Executive Vice President