|
ý
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
|
98-0479924
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
200, 150 13 Avenue S.W.
Calgary, Alberta, Canada T2R 0V2
|
||
(Address of principal executive offices, including zip code)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
|
|
Page
|
PART I
|
Financial Information
|
|
Item 1.
|
Financial Statements
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4.
|
Controls and Procedures
|
|
|
|
|
PART II
|
Other Information
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 6.
|
Exhibits
|
|
SIGNATURES
|
||
EXHIBIT INDEX
|
bbl
|
barrel
|
BOE
|
barrels of oil equivalent
|
Mbbl
|
thousand barrels
|
BOEPD
|
barrels of oil equivalent per day
|
MMbbl
|
million barrels
|
bopd
|
barrels of oil per day
|
NAR
|
net after royalty
|
Mcf
|
thousand cubic feet
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
OIL AND NATURAL GAS SALES (NOTE 4)
|
|
$
|
57,403
|
|
|
$
|
76,231
|
|
|
|
|
|
|
|
|
||
EXPENSES
|
|
|
|
|
||||
Operating
|
|
19,067
|
|
|
22,661
|
|
||
Transportation
|
|
12,328
|
|
|
8,773
|
|
||
Depletion, depreciation and accretion (Note 4)
|
|
36,912
|
|
|
49,140
|
|
||
Asset impairment (Notes 4 and 5)
|
|
56,898
|
|
|
37,014
|
|
||
General and administrative (Notes 4 and 12)
|
|
8,805
|
|
|
7,294
|
|
||
Severance
|
|
1,018
|
|
|
4,378
|
|
||
Equity tax (Note 8)
|
|
3,051
|
|
|
3,769
|
|
||
Foreign exchange loss (gain)
|
|
785
|
|
|
(11,538
|
)
|
||
Financial instruments loss (gain) (Note 10)
|
|
845
|
|
|
(42
|
)
|
||
|
|
139,709
|
|
|
121,449
|
|
||
|
|
|
|
|
||||
GAIN ON ACQUISITION (NOTE 3)
|
|
11,712
|
|
|
—
|
|
||
INTEREST INCOME (NOTE 4)
|
|
449
|
|
|
421
|
|
||
LOSS BEFORE INCOME TAXES (NOTE 4)
|
|
(70,145
|
)
|
|
(44,797
|
)
|
||
|
|
|
|
|
||||
INCOME TAX (EXPENSE) RECOVERY
|
|
|
|
|
||||
Current
|
|
(2,023
|
)
|
|
(2,425
|
)
|
||
Deferred
|
|
27,136
|
|
|
2,356
|
|
||
|
|
25,113
|
|
|
(69
|
)
|
||
NET LOSS AND COMPREHENSIVE LOSS
|
|
$
|
(45,032
|
)
|
|
$
|
(44,866
|
)
|
|
|
|
|
|
||||
NET LOSS PER SHARE - BASIC AND DILUTED
|
|
$
|
(0.15
|
)
|
|
$
|
(0.16
|
)
|
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC (Note 6)
|
|
293,812,226
|
|
|
286,194,315
|
|
||
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED (Note 6)
|
|
293,812,226
|
|
|
286,194,315
|
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
51,308
|
|
|
$
|
145,342
|
|
Restricted cash (Notes 3 and 5)
|
18,474
|
|
|
92
|
|
||
Accounts receivable
|
35,573
|
|
|
29,217
|
|
||
Marketable securities (Note 10)
|
5,362
|
|
|
6,250
|
|
||
Inventory (Note 5)
|
10,690
|
|
|
19,056
|
|
||
Taxes receivable
|
34,712
|
|
|
28,635
|
|
||
Other current assets
|
5,992
|
|
|
5,848
|
|
||
Total Current Assets
|
162,111
|
|
|
234,440
|
|
||
|
|
|
|
||||
Oil and Gas Properties
|
|
|
|
|
|
||
Proved
|
472,062
|
|
|
469,589
|
|
||
Unproved
|
373,899
|
|
|
310,771
|
|
||
Total Oil and Gas Properties
|
845,961
|
|
|
780,360
|
|
||
Other capital assets
|
8,229
|
|
|
8,633
|
|
||
Total Property, Plant and Equipment (Note 5)
|
854,190
|
|
|
788,993
|
|
||
|
|
|
|
||||
Other Long-Term Assets
|
|
|
|
|
|
||
Restricted cash
|
6,414
|
|
|
3,317
|
|
||
Taxes receivable
|
8,978
|
|
|
8,276
|
|
||
Other long-term assets
|
13,998
|
|
|
8,511
|
|
||
Goodwill
|
102,581
|
|
|
102,581
|
|
||
Total Other Long-Term Assets
|
131,971
|
|
|
122,685
|
|
||
Total Assets
|
$
|
1,148,272
|
|
|
$
|
1,146,118
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
77,303
|
|
|
$
|
70,778
|
|
Taxes payable
|
943
|
|
|
1,067
|
|
||
Asset retirement obligation (Note 7)
|
3,255
|
|
|
2,146
|
|
||
Total Current Liabilities
|
81,501
|
|
|
73,991
|
|
||
|
|
|
|
||||
Long-Term Liabilities
|
|
|
|
|
|
||
Deferred tax liabilities
|
30,880
|
|
|
34,592
|
|
||
Asset retirement obligation (Note 7)
|
43,205
|
|
|
31,078
|
|
||
Other long-term liabilities
|
8,096
|
|
|
4,815
|
|
||
Total Long-Term Liabilities
|
82,181
|
|
|
70,485
|
|
||
|
|
|
|
||||
Contingencies (Note 9)
|
|
|
|
|
|
||
Subsequent Event (Note 13)
|
|
|
|
||||
Shareholders’ Equity
|
|
|
|
|
|
||
Common Stock (Note 6) (287,657,518 and 273,442,799 shares of Common Stock and 8,514,066 and 8,572,066 exchangeable shares, par value $0.001 per share, issued and outstanding as at March 31, 2016, and December 31, 2015, respectively)
|
10,199
|
|
|
10,186
|
|
||
Additional paid in capital
|
1,047,830
|
|
|
1,019,863
|
|
||
Deficit
|
(73,439
|
)
|
|
(28,407
|
)
|
||
Total Shareholders’ Equity
|
984,590
|
|
|
1,001,642
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
1,148,272
|
|
|
$
|
1,146,118
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Operating Activities
|
|
|
|
||||
Net loss
|
$
|
(45,032
|
)
|
|
$
|
(44,866
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|||
Depletion, depreciation and accretion (Note 4)
|
36,912
|
|
|
49,140
|
|
||
Asset impairment (Notes 4 and 5)
|
56,898
|
|
|
37,014
|
|
||
Deferred tax recovery
|
(27,136
|
)
|
|
(2,356
|
)
|
||
Stock-based compensation expense (recovery) (Note 6)
|
1,460
|
|
|
(513
|
)
|
||
Cash settlement of restricted share units
|
(673
|
)
|
|
(955
|
)
|
||
Unrealized foreign exchange gain
|
(183
|
)
|
|
(6,069
|
)
|
||
Financial instruments loss (gain) (Note 10)
|
845
|
|
|
(42
|
)
|
||
Cash settlement of financial instruments
|
44
|
|
|
(2,357
|
)
|
||
Cash settlement of asset retirement obligation (Note 7)
|
(104
|
)
|
|
(1,425
|
)
|
||
Gain on acquisition (Note 3)
|
(11,712
|
)
|
|
—
|
|
||
Net change in assets and liabilities from operating activities (Note 11)
|
(507
|
)
|
|
(25,226
|
)
|
||
Net cash provided by operating activities
|
10,812
|
|
|
2,345
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
|
|
||
Increase in restricted cash
|
(10,771
|
)
|
|
(497
|
)
|
||
Additions to property, plant and equipment, excluding Corporate acquisitions (Note 4)
|
(26,180
|
)
|
|
(73,446
|
)
|
||
Additions to property, plant and equipment - acquisition of PetroGranada Colombia Limited (Note 5)
|
(19,388
|
)
|
|
—
|
|
||
Changes in non-cash investing working capital
|
50
|
|
|
(54,324
|
)
|
||
Cash paid for business combination, net of cash acquired (Note 3)
|
(50,909
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(107,198
|
)
|
|
(128,267
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
|
|
||
Proceeds from issuance of shares of Common Stock (Note 6)
|
1,198
|
|
|
502
|
|
||
Net cash provided by financing activities
|
1,198
|
|
|
502
|
|
||
|
|
|
|
||||
Foreign exchange gain (loss) on cash and cash equivalents
|
1,154
|
|
|
(2,968
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(94,034
|
)
|
|
(128,388
|
)
|
||
Cash and cash equivalents, beginning of period
|
145,342
|
|
|
331,848
|
|
||
Cash and cash equivalents, end of period
|
$
|
51,308
|
|
|
$
|
203,460
|
|
|
|
|
|
||||
Supplemental cash flow disclosures (Note 11)
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||
|
2016
|
|
2015
|
||||
Share Capital
|
|
|
|
||||
Balance, beginning of period
|
$
|
10,186
|
|
|
$
|
10,190
|
|
Issuance of Common Stock (Note 6)
|
13
|
|
|
—
|
|
||
Repurchase of Common Stock
|
—
|
|
|
(4
|
)
|
||
Balance, end of period
|
10,199
|
|
|
10,186
|
|
||
|
|
|
|
||||
Additional Paid in Capital
|
|
|
|
|
|
||
Balance, beginning of period
|
1,019,863
|
|
|
1,026,873
|
|
||
Issuance of Common Stock (Note 6)
|
25,798
|
|
|
—
|
|
||
Exercise of stock options (Note 6)
|
1,198
|
|
|
722
|
|
||
Stock-based compensation (Note 6)
|
971
|
|
|
2,263
|
|
||
Repurchase of Common Stock
|
—
|
|
|
(9,995
|
)
|
||
Balance, end of period
|
1,047,830
|
|
|
1,019,863
|
|
||
|
|
|
|
||||
Retained Earnings (Deficit)
|
|
|
|
|
|
||
Balance, beginning of period
|
(28,407
|
)
|
|
239,622
|
|
||
Net loss
|
(45,032
|
)
|
|
(268,029
|
)
|
||
Balance, end of period
|
(73,439
|
)
|
|
(28,407
|
)
|
||
|
|
|
|
||||
Total Shareholders’ Equity
|
$
|
984,590
|
|
|
$
|
1,001,642
|
|
|
Three Months Ended March 31,
|
|||||
(Unaudited, thousands of U.S. Dollars, except per share amounts)
|
2016
|
2015
|
||||
Oil and gas sales
|
$
|
57,874
|
|
$
|
93,286
|
|
Net loss
|
$
|
(56,757
|
)
|
$
|
(80,511
|
)
|
Net loss per share - basic and diluted
|
$
|
(0.19
|
)
|
$
|
(0.28
|
)
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Oil and natural gas sales
|
$
|
56,300
|
|
|
$
|
—
|
|
|
$
|
1,103
|
|
|
$
|
—
|
|
|
$
|
57,403
|
|
Interest income
|
229
|
|
|
5
|
|
|
12
|
|
|
203
|
|
|
449
|
|
|||||
Depletion, depreciation and accretion
|
35,736
|
|
|
141
|
|
|
718
|
|
|
317
|
|
|
36,912
|
|
|||||
Asset impairment
|
55,232
|
|
|
416
|
|
|
1,250
|
|
|
—
|
|
|
56,898
|
|
|||||
General and administrative expenses
|
3,265
|
|
|
409
|
|
|
292
|
|
|
4,839
|
|
|
8,805
|
|
|||||
(Loss) income before income taxes
|
(72,721
|
)
|
|
(712
|
)
|
|
(1,509
|
)
|
|
4,797
|
|
|
(70,145
|
)
|
|||||
Segment capital expenditures
(1)
|
21,986
|
|
|
1,268
|
|
|
2,720
|
|
|
206
|
|
|
26,180
|
|
|||||
|
Three Months Ended March 31, 2015
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Oil and natural gas sales
|
$
|
74,067
|
|
|
$
|
—
|
|
|
$
|
2,164
|
|
|
$
|
—
|
|
|
$
|
76,231
|
|
Interest income
|
67
|
|
|
—
|
|
|
140
|
|
|
214
|
|
|
421
|
|
|||||
Depletion, depreciation and accretion
|
46,255
|
|
|
267
|
|
|
2,261
|
|
|
357
|
|
|
49,140
|
|
|||||
Asset impairment
|
—
|
|
|
32,681
|
|
|
4,333
|
|
|
—
|
|
|
37,014
|
|
|||||
General and administrative expenses
|
2,716
|
|
|
1,040
|
|
|
627
|
|
|
2,911
|
|
|
7,294
|
|
|||||
Income (loss) before income taxes
|
2,928
|
|
|
(35,442
|
)
|
|
(6,881
|
)
|
|
(5,402
|
)
|
|
(44,797
|
)
|
|||||
Segment capital expenditures
|
21,123
|
|
|
37,697
|
|
|
13,907
|
|
|
719
|
|
|
73,446
|
|
|
As at March 31, 2016
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Property, plant and equipment
|
$
|
638,097
|
|
|
$
|
95,867
|
|
|
$
|
116,314
|
|
|
$
|
3,912
|
|
|
$
|
854,190
|
|
Goodwill
|
102,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,581
|
|
|||||
All other assets
|
141,741
|
|
|
21,208
|
|
|
1,873
|
|
|
26,679
|
|
|
191,501
|
|
|||||
Total Assets
|
$
|
882,419
|
|
|
$
|
117,075
|
|
|
$
|
118,187
|
|
|
$
|
30,591
|
|
|
$
|
1,148,272
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As at December 31, 2015
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Property, plant and equipment
|
$
|
574,351
|
|
|
$
|
95,069
|
|
|
$
|
115,552
|
|
|
$
|
4,021
|
|
|
$
|
788,993
|
|
Goodwill
|
102,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,581
|
|
|||||
All other assets
|
93,479
|
|
|
21,111
|
|
|
2,236
|
|
|
137,718
|
|
|
254,544
|
|
|||||
Total Assets
|
$
|
770,411
|
|
|
$
|
116,180
|
|
|
$
|
117,788
|
|
|
$
|
141,739
|
|
|
$
|
1,146,118
|
|
(Thousands of U.S. Dollars)
|
As at March 31, 2016
|
|
As at December 31, 2015
|
||||
Oil and natural gas properties
|
|
|
|
|
|||
Proved
|
$
|
2,088,937
|
|
|
$
|
1,998,330
|
|
Unproved
|
373,899
|
|
|
310,771
|
|
||
|
2,462,836
|
|
|
2,309,101
|
|
||
Other
|
28,557
|
|
|
28,342
|
|
||
|
2,491,393
|
|
|
2,337,443
|
|
||
Accumulated depletion, depreciation and impairment
|
(1,637,203
|
)
|
|
(1,548,450
|
)
|
||
|
$
|
854,190
|
|
|
$
|
788,993
|
|
|
Three Months Ended March 31,
|
||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
||||
Impairment of oil and gas properties
|
$
|
56,234
|
|
|
$
|
37,014
|
|
Impairment of inventory
|
664
|
|
|
—
|
|
||
|
$
|
56,898
|
|
|
$
|
37,014
|
|
(Thousands of U.S. Dollars)
|
|
||
Cost of asset acquisition:
|
|
||
Cash
|
$
|
37,727
|
|
|
|
||
Allocation of Consideration Transferred:
|
|
||
Oil and gas properties
|
|
||
Proved
|
$
|
12,228
|
|
Unproved
|
15,563
|
|
|
|
27,791
|
|
|
Net working capital (including cash acquired of $0.2 million and restricted cash of $18.6 million)
|
18,339
|
|
|
Long-term deferred tax liability
|
(8,402
|
)
|
|
|
$
|
37,728
|
|
|
Shares of Common Stock
|
Exchangeable Shares of Gran Tierra Exchangeco Inc.
|
Exchangeable Shares of Gran Tierra Goldstrike Inc.
|
|||
Balance, December 31, 2015
|
273,442,799
|
|
4,933,177
|
|
3,638,889
|
|
Shares issued for acquisition (Note 3)
|
13,656,719
|
|
—
|
|
—
|
|
Options exercised
|
500,000
|
|
—
|
|
—
|
|
Exchange of exchangeable shares
|
58,000
|
|
(58,000
|
)
|
—
|
|
Balance, March 31, 2016
|
287,657,518
|
|
4,875,177
|
|
3,638,889
|
|
|
|
Three Months Ended March 31,
|
||||
|
|
2016
|
|
2015
|
||
Weighted average number of common and exchangeable shares outstanding
|
|
293,812,226
|
|
|
286,194,315
|
|
Weighted average shares issuable pursuant to stock options
|
|
—
|
|
|
—
|
|
Weighted average shares assumed to be purchased from proceeds of stock options
|
|
—
|
|
|
—
|
|
Weighted average number of diluted common and exchangeable shares outstanding
|
|
293,812,226
|
|
|
286,194,315
|
|
|
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, 2015
|
—
|
|
—
|
|
1,015,457
|
|
|
12,851,557
|
|
|
4.60
|
|
Granted
|
2,297,700
|
|
59,229
|
|
—
|
|
|
1,286,525
|
|
|
2.65
|
|
Exercised
|
—
|
|
—
|
|
(272,397
|
)
|
|
(500,000
|
)
|
|
2.40
|
|
Forfeited
|
—
|
|
—
|
|
(166,685
|
)
|
|
(457,436
|
)
|
|
(4.71
|
)
|
Expired
|
—
|
|
—
|
|
—
|
|
|
(127,051
|
)
|
|
(6.49
|
)
|
Balance, March 31, 2016
|
2,297,700
|
|
59,229
|
|
576,375
|
|
|
13,053,595
|
|
|
4.46
|
|
|
|
Three Months Ended March 31,
|
||||||
(Thousands of U.S. Dollars)
|
|
2016
|
|
2015
|
||||
Compensation costs for PSUs
|
|
$
|
165
|
|
|
$
|
—
|
|
Compensation costs for stock options
|
|
971
|
|
|
(422
|
)
|
||
Compensation costs for DSUs
|
|
146
|
|
|
—
|
|
||
Compensation costs for RSUs
|
|
364
|
|
|
(60
|
)
|
||
|
|
1,646
|
|
|
(482
|
)
|
||
Less: Stock-based compensation costs capitalized
|
|
(186
|
)
|
|
(31
|
)
|
||
Stock-based compensation expense (recovery)
|
|
$
|
1,460
|
|
|
$
|
(513
|
)
|
|
Three Months Ended
|
|
Year Ended
|
||||
(Thousands of U.S. Dollars)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Balance, December 31, 2015
|
$
|
33,224
|
|
|
$
|
35,812
|
|
Settlements
|
(194
|
)
|
|
(6,317
|
)
|
||
Liability incurred
|
923
|
|
|
1,556
|
|
||
Liabilities assumed in acquisition (Note 3)
|
11,852
|
|
|
—
|
|
||
Accretion
|
655
|
|
|
1,313
|
|
||
Revisions in estimated liability
|
—
|
|
|
860
|
|
||
Balance, March 31, 2016
|
$
|
46,460
|
|
|
$
|
33,224
|
|
|
|
|
|
||||
Asset retirement obligation - current
|
$
|
3,255
|
|
|
$
|
2,146
|
|
Asset retirement obligation - long-term
|
43,205
|
|
|
31,078
|
|
||
|
$
|
46,460
|
|
|
$
|
33,224
|
|
(Thousands of U.S. Dollars)
|
|
As at March 31, 2016
|
|
As at December 31, 2015
|
||||
Trading securities
|
|
$
|
5,362
|
|
|
$
|
6,250
|
|
|
|
|
|
|
||||
Contingent consideration liability
|
|
$
|
1,061
|
|
|
$
|
1,061
|
|
RSU and PSU liability
|
|
$
|
1,190
|
|
|
$
|
1,189
|
|
|
|
$
|
2,251
|
|
|
$
|
2,250
|
|
|
|
Three Months Ended March 31,
|
||||||
(Thousands of U.S. Dollars)
|
|
2016
|
|
2015
|
||||
Trading securities loss (gain)
|
|
$
|
845
|
|
|
$
|
(412
|
)
|
Foreign currency derivatives loss
|
|
—
|
|
|
370
|
|
||
Financial instruments loss (gain)
|
|
$
|
845
|
|
|
$
|
(42
|
)
|
|
Three Months Ended March 31,
|
||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
||||
Accounts receivable and other long-term assets
|
(2,513
|
)
|
|
13,484
|
|
||
Inventory
|
4,339
|
|
|
2,159
|
|
||
Prepaids
|
606
|
|
|
528
|
|
||
Accounts payable and accrued and other long-term liabilities
|
(5,975
|
)
|
|
(21,414
|
)
|
||
Taxes receivable and payable
|
3,036
|
|
|
(19,983
|
)
|
||
Net changes in assets and liabilities from operating activities
|
$
|
(507
|
)
|
|
$
|
(25,226
|
)
|
|
Three Months Ended March 31,
|
||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
||||
Non-cash investing activities:
|
|
|
|
||||
Net liabilities related to property, plant and equipment, end of period
|
$
|
35,606
|
|
|
$
|
55,335
|
|
|
Three Months Ended March 31,
|
||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
||||
G&A expenses before stock-based compensation
|
$
|
14,085
|
|
|
$
|
20,265
|
|
Stock-based compensation
|
1,397
|
|
|
(530
|
)
|
||
Capitalized G&A and overhead recoveries
|
(6,677
|
)
|
|
(12,441
|
)
|
||
|
$
|
8,805
|
|
|
$
|
7,294
|
|
|
Three Months Ended December 31,
|
|
Three Months Ended March 31,
|
|||||||||
|
2015
|
|
2016
|
2015
|
% Change
|
|||||||
Volumes (BOE)
|
|
|
|
|
|
|||||||
Working Interest Production Before Royalties
|
2,128,655
|
|
|
2,330,539
|
|
2,161,331
|
|
8
|
|
|||
Royalties
|
(312,534
|
)
|
|
(256,803
|
)
|
(348,776
|
)
|
(26
|
)
|
|||
Production NAR
|
1,816,121
|
|
|
2,073,736
|
|
1,812,555
|
|
14
|
|
|||
Decrease (Increase) in Inventory
|
(249,049
|
)
|
|
240,424
|
|
(66,653
|
)
|
(461
|
)
|
|||
Sales
(1)
|
1,567,072
|
|
|
2,314,160
|
|
1,745,902
|
|
33
|
|
|||
|
|
|
|
|
|
|||||||
Average Daily Volumes (BOEPD)
|
|
|
|
|
|
|||||||
Working Interest Production Before Royalties
|
23,138
|
|
|
25,610
|
|
24,015
|
|
7
|
|
|||
Royalties
|
(3,397
|
)
|
|
(2,822
|
)
|
(3,875
|
)
|
(27
|
)
|
|||
Production NAR
|
19,741
|
|
|
22,788
|
|
20,140
|
|
13
|
|
|||
Decrease (Increase) in Inventory
|
(2,707
|
)
|
|
2,642
|
|
(741
|
)
|
(457
|
)
|
|||
Sales
(1)
|
17,034
|
|
|
25,430
|
|
19,399
|
|
31
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Netback ($000s)
|
|
|
|
|
|
|||||||
Oil and Natural Gas Sales
|
$
|
54,777
|
|
|
$
|
57,403
|
|
$
|
76,231
|
|
(25
|
)
|
Operating Expenses
|
(14,252
|
)
|
|
(19,067
|
)
|
(22,661
|
)
|
(16
|
)
|
|||
Transportation Expenses
|
(12,199
|
)
|
|
(12,328
|
)
|
(8,773
|
)
|
41
|
|
|||
Operating Netback
(2)
|
$
|
28,326
|
|
|
$
|
26,008
|
|
$
|
44,797
|
|
(42
|
)
|
|
|
|
|
|
|
|||||||
General and Administrative Expenses ("G&A") ($000s)
|
|
|
|
|
|
|
||||||
G&A Expenses Before Stock-Based Compensation, Gross
|
$
|
14,155
|
|
|
$
|
14,085
|
|
$
|
20,265
|
|
(30
|
)
|
Stock-Based Compensation
|
566
|
|
|
1,397
|
|
(530
|
)
|
(364
|
)
|
|||
Capitalized G&A and Overhead Recoveries
|
(7,823
|
)
|
|
(6,677
|
)
|
(12,441
|
)
|
(46
|
)
|
|||
|
$
|
6,898
|
|
|
$
|
8,805
|
|
$
|
7,294
|
|
21
|
|
|
|
|
|
|
|
|||||||
EBITDA ($000s)
(3)
|
$
|
15,052
|
|
|
$
|
23,665
|
|
$
|
41,357
|
|
(43
|
)
|
Adjusted EBITDA ($000s)
(3)
|
19,302
|
|
|
$
|
12,738
|
|
$
|
29,819
|
|
(57
|
)
|
|
|
|
|
|
|
|
|||||||
Net Loss ($000s)
|
$
|
(82,722
|
)
|
|
$
|
(45,032
|
)
|
(44,866
|
)
|
—
|
|
|
|
|
|
|
|
|
|||||||
Funds Flow From Operations ($000s)
(4)
|
$
|
16,828
|
|
|
$
|
11,423
|
|
$
|
28,996
|
|
(61
|
)
|
|
|
|
|
|
|
|
||||||
Capital Expenditures ($000s)
|
$
|
41,878
|
|
|
$
|
26,180
|
|
$
|
73,446
|
|
(64
|
)
|
|
As at
|
|||||||
|
March 31, 2016
|
December 31, 2015
|
% Change
|
|||||
Cash, Cash Equivalents and Current Restricted Cash ($000s)
|
$
|
69,782
|
|
$
|
145,434
|
|
(52
|
)
|
|
|
|
|
|||||
Working Capital ($000s)
|
$
|
80,610
|
|
$
|
160,449
|
|
(50
|
)
|
|
Three Months Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||
EBITDA - Non-GAAP Measure ($000s)
|
2015
|
|
2016
|
|
2015
|
||||||
Net loss
|
$
|
(82,722
|
)
|
|
$
|
(45,032
|
)
|
|
$
|
(44,866
|
)
|
Adjustments to reconcile net loss to EBITDA
|
|
|
|
|
|
||||||
DD&A expenses
|
33,044
|
|
|
36,912
|
|
|
49,140
|
|
|||
Asset impairment
|
106,640
|
|
|
56,898
|
|
|
37,014
|
|
|||
Income tax (recovery) expense
|
(41,910
|
)
|
|
(25,113
|
)
|
|
69
|
|
|||
EBITDA
|
15,052
|
|
|
23,665
|
|
|
41,357
|
|
|||
Gain on acquisition
|
—
|
|
|
(11,712
|
)
|
|
—
|
|
|||
Foreign exchange loss (gain)
|
4,250
|
|
|
785
|
|
|
(11,538
|
)
|
|||
Adjusted EBITDA
|
$
|
19,302
|
|
|
$
|
12,738
|
|
|
$
|
29,819
|
|
|
Three Months Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||
Funds Flow From Operations - Non-GAAP Measure ($000s)
|
2015
|
|
2016
|
|
2015
|
||||||
Net loss
|
$
|
(82,722
|
)
|
|
$
|
(45,032
|
)
|
|
$
|
(44,866
|
)
|
Adjustments to reconcile net loss to funds flow from operations
|
|
|
|
|
|
||||||
DD&A expenses
|
33,044
|
|
|
36,912
|
|
|
49,140
|
|
|||
Asset impairment
|
106,640
|
|
|
56,898
|
|
|
37,014
|
|
|||
Deferred tax recovery
|
(45,661
|
)
|
|
(27,136
|
)
|
|
(2,356
|
)
|
|||
Stock-based compensation expense (recovery)
|
580
|
|
|
1,460
|
|
|
(513
|
)
|
|||
Cash settlement of RSUs
|
(29
|
)
|
|
(673
|
)
|
|
(955
|
)
|
|||
Unrealized foreign exchange loss (gain)
|
4,713
|
|
|
(183
|
)
|
|
(6,069
|
)
|
|||
Financial instruments loss (gain)
|
765
|
|
|
845
|
|
|
(42
|
)
|
|||
Cash settlement of financial instruments
|
—
|
|
|
44
|
|
|
(2,357
|
)
|
|||
Gain on acquisition
|
—
|
|
|
(11,712
|
)
|
|
—
|
|
|||
Other gain
|
(502
|
)
|
|
—
|
|
|
—
|
|
|||
Funds flow from operations
|
$
|
16,828
|
|
|
$
|
11,423
|
|
|
$
|
28,996
|
|
|
|
Three Months Ended December 31,
|
|
Three Months Ended March 31,
|
|||||||||||
|
|
2015
|
|
2016
|
|
2015
|
|
% Change
|
|||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|||||||
Oil and natural gas sales
|
|
$
|
54,777
|
|
|
$
|
57,403
|
|
|
$
|
76,231
|
|
|
(25
|
)
|
Operating expenses
|
|
14,252
|
|
|
19,067
|
|
|
22,661
|
|
|
(16
|
)
|
|||
Transportation expenses
|
|
12,199
|
|
|
12,328
|
|
|
8,773
|
|
|
41
|
|
|||
Operating netback
(1)
|
|
28,326
|
|
|
26,008
|
|
|
44,797
|
|
|
(42
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||||
DD&A expenses
|
|
33,044
|
|
|
36,912
|
|
|
49,140
|
|
|
(25
|
)
|
|||
Asset impairment
|
|
106,640
|
|
|
56,898
|
|
|
37,014
|
|
|
54
|
|
|||
G&A expenses
|
|
6,898
|
|
|
8,805
|
|
|
7,294
|
|
|
21
|
|
|||
Severance expenses
|
|
2,163
|
|
|
1,018
|
|
|
4,378
|
|
|
(77
|
)
|
|||
Equity tax
|
|
—
|
|
|
3,051
|
|
|
3,769
|
|
|
(19
|
)
|
|||
Foreign exchange loss (gain)
|
|
4,250
|
|
|
785
|
|
|
(11,538
|
)
|
|
107
|
|
|||
Financial instruments loss (gain)
|
|
765
|
|
|
845
|
|
|
(42
|
)
|
|
—
|
|
|||
Other gain
|
|
(502
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
153,258
|
|
|
108,314
|
|
|
90,015
|
|
|
20
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gain on acquisition
|
|
—
|
|
|
11,712
|
|
|
—
|
|
|
—
|
|
|||
Interest income
|
|
300
|
|
|
449
|
|
|
421
|
|
|
7
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Loss before income taxes
|
|
(124,632
|
)
|
|
(70,145
|
)
|
|
(44,797
|
)
|
|
57
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Current income tax expense
|
|
(3,751
|
)
|
|
(2,023
|
)
|
|
(2,425
|
)
|
|
(17
|
)
|
|||
Deferred income tax recovery
|
|
45,661
|
|
|
27,136
|
|
|
2,356
|
|
|
1,052
|
|
|||
|
|
41,910
|
|
|
25,113
|
|
|
(69
|
)
|
|
—
|
|
|||
Net loss
|
|
$
|
(82,722
|
)
|
|
$
|
(45,032
|
)
|
|
$
|
(44,866
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sales Volumes
(2)
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Oil and NGL's, bbl
|
|
1,552,708
|
|
|
2,292,116
|
|
|
1,734,898
|
|
|
32
|
|
|||
Natural gas, Mcf
|
|
86,186
|
|
|
132,265
|
|
|
66,026
|
|
|
100
|
|
|||
Total sales volumes, BOE
|
|
1,567,072
|
|
2,314,160
|
|
1,745,902
|
|
33
|
|
||||||
|
|
|
|
|
|
|
|
|
|||||||
Total sales volumes, BOEPD
|
|
17,034
|
|
|
25,430
|
|
|
19,399
|
|
|
31
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Average Prices
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Oil and NGL's per bbl
|
|
$
|
35.07
|
|
|
$
|
24.88
|
|
|
$
|
43.79
|
|
|
(43
|
)
|
Natural gas per Mcf
|
|
$
|
3.81
|
|
|
$
|
2.83
|
|
|
$
|
3.87
|
|
|
(27
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
Brent Price per bbl
|
|
$
|
43.57
|
|
|
$
|
33.70
|
|
|
53.91
|
|
|
(37
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consolidated Results of Operations per BOE sales volumes
|
|
|
|
|
|
|
|
|
|
Oil and natural gas sales
|
|
$
|
34.95
|
|
|
$
|
24.81
|
|
|
$
|
43.66
|
|
|
(43
|
)
|
Operating expenses
|
|
9.09
|
|
|
8.24
|
|
|
12.98
|
|
|
(37
|
)
|
|||
Transportation expenses
|
|
7.78
|
|
|
5.33
|
|
|
5.02
|
|
|
6
|
|
|||
Operating netback
(1)
|
|
18.08
|
|
|
11.24
|
|
|
25.66
|
|
|
(56
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||||
DD&A expenses
|
|
21.09
|
|
|
15.95
|
|
|
28.15
|
|
|
(43
|
)
|
|||
Asset impairment
|
|
68.05
|
|
|
24.59
|
|
|
21.20
|
|
|
16
|
|
|||
G&A expenses
|
|
4.40
|
|
|
3.80
|
|
|
4.18
|
|
|
(9
|
)
|
|||
Severance expenses
|
|
1.38
|
|
|
0.44
|
|
|
2.51
|
|
|
(82
|
)
|
|||
Equity tax
|
|
—
|
|
|
1.32
|
|
|
2.16
|
|
|
(39
|
)
|
|||
Foreign exchange loss (gain)
|
|
2.71
|
|
|
0.34
|
|
|
(6.61
|
)
|
|
105
|
|
|||
Financial instruments loss (gain)
|
|
0.49
|
|
|
0.37
|
|
|
(0.02
|
)
|
|
—
|
|
|||
Other gain
|
|
(0.32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
97.80
|
|
46.81
|
|
51.57
|
|
(9
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|||||||
Gain on acquisition
|
|
—
|
|
|
5.06
|
|
|
—
|
|
|
—
|
|
|||
Interest income
|
|
0.19
|
|
|
0.19
|
|
|
0.24
|
|
|
(21
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Loss before income taxes
|
|
(79.53
|
)
|
|
(30.32
|
)
|
|
(25.67
|
)
|
|
18
|
|
|||
Current income tax expense
|
|
(2.39
|
)
|
|
(0.87
|
)
|
|
(1.39
|
)
|
|
(37
|
)
|
|||
Deferred income tax recovery
|
|
29.14
|
|
|
11.73
|
|
|
1.35
|
|
|
769
|
|
|||
|
|
26.75
|
|
|
10.86
|
|
|
(0.04
|
)
|
|
—
|
|
|||
Net loss
|
|
$
|
(52.78
|
)
|
|
$
|
(19.46
|
)
|
|
$
|
(25.71
|
)
|
|
(24
|
)
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||||||||
Average Daily Volumes (BOEPD)
|
Colombia
|
Brazil
|
Total
|
|
Colombia
|
Brazil
|
Total
|
||||||
Working Interest Production Before Royalties
|
24,886
|
|
724
|
|
25,610
|
|
|
23,297
|
|
718
|
|
24,015
|
|
Royalties
|
(2,676
|
)
|
(146
|
)
|
(2,822
|
)
|
|
(3,778
|
)
|
(97
|
)
|
(3,875
|
)
|
Production NAR
|
22,210
|
|
578
|
|
22,788
|
|
|
19,519
|
|
621
|
|
20,140
|
|
Decrease (Increase) in Inventory
|
2,647
|
|
(5
|
)
|
2,642
|
|
|
(771
|
)
|
30
|
|
(741
|
)
|
Sales
|
24,857
|
|
573
|
|
25,430
|
|
|
18,748
|
|
651
|
|
19,399
|
|
|
|
|
|
|
|
|
|
||||||
Royalties, % of Working Interest Production Before Royalties
|
11
|
%
|
20
|
%
|
11
|
%
|
|
16
|
%
|
14
|
%
|
16
|
%
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
Brazil
|
Total
|
|
Colombia
|
Brazil
|
Total
|
||||||||||||
Oil and Natural Gas Sales
|
$
|
56,300
|
|
$
|
1,103
|
|
$
|
57,403
|
|
|
$
|
74,067
|
|
$
|
2,164
|
|
$
|
76,231
|
|
Transportation Expenses
|
(12,256
|
)
|
(72
|
)
|
(12,328
|
)
|
|
(8,682
|
)
|
(91
|
)
|
(8,773
|
)
|
||||||
|
44,044
|
|
1,031
|
|
45,075
|
|
|
65,385
|
|
2,073
|
|
67,458
|
|
||||||
Operating Expenses
|
(19,164
|
)
|
97
|
|
(19,067
|
)
|
|
(21,292
|
)
|
(1,369
|
)
|
(22,661
|
)
|
||||||
Operating Netback
(1)
|
$
|
24,880
|
|
$
|
1,128
|
|
$
|
26,008
|
|
|
$
|
44,093
|
|
$
|
704
|
|
$
|
44,797
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Dollars Per bbl
|
|
|
|
|
|
|
|
||||||||||||
Brent
|
|
|
$
|
33.70
|
|
|
|
|
53.91
|
|
|||||||||
WTI
|
|
|
$
|
33.45
|
|
|
|
|
48.63
|
|
|||||||||
|
|
|
|
|
|
|
|
||||||||||||
U.S. Dollars Per BOE
|
|
|
|
|
|
|
|
||||||||||||
Oil and Natural Gas Sales
|
$
|
24.89
|
|
$
|
21.13
|
|
$
|
24.81
|
|
|
$
|
43.90
|
|
$
|
36.92
|
|
$
|
43.66
|
|
Transportation Expenses
|
(5.42
|
)
|
(1.38
|
)
|
(5.33
|
)
|
|
(5.15
|
)
|
(1.55
|
)
|
(5.02
|
)
|
||||||
|
19.47
|
|
19.75
|
|
19.48
|
|
|
38.75
|
|
35.37
|
|
38.64
|
|
||||||
Operating Expenses
|
(8.47
|
)
|
1.86
|
|
(8.24
|
)
|
|
(12.62
|
)
|
(23.36
|
)
|
(12.98
|
)
|
||||||
Operating Netback
(1)
|
$
|
11.00
|
|
$
|
21.61
|
|
$
|
11.24
|
|
|
$
|
26.13
|
|
$
|
12.01
|
|
$
|
25.66
|
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||||||||
|
DD&A expenses, thousands of U.S. Dollars
|
DD&A expenses, U.S. Dollars Per BOE
|
|
DD&A expenses, thousands of U.S. Dollars
|
DD&A expenses, U.S. Dollars Per BOE
|
||||||||
Colombia
|
$
|
35,736
|
|
$
|
15.80
|
|
|
$
|
46,255
|
|
$
|
27.41
|
|
Brazil
|
718
|
|
13.75
|
|
|
2,261
|
|
38.58
|
|
||||
Peru
|
141
|
|
—
|
|
|
267
|
|
—
|
|
||||
Corporate
|
317
|
|
—
|
|
|
357
|
|
—
|
|
||||
|
$
|
36,912
|
|
$
|
15.95
|
|
|
$
|
49,140
|
|
$
|
28.15
|
|
|
|
Three Months Ended March 31,
|
|||||
(Thousands of U.S. Dollars)
|
|
2016
|
2015
|
||||
Impairment of oil and gas properties
|
|
|
|
||||
Colombia
|
|
$
|
54,568
|
|
$
|
—
|
|
Brazil
|
|
1,250
|
|
4,333
|
|
||
Peru
|
|
416
|
|
32,681
|
|
||
|
|
56,234
|
|
37,014
|
|
||
Impairment of inventory
|
|
664
|
|
—
|
|
||
|
|
$
|
56,898
|
|
$
|
37,014
|
|
|
|
Three Months Ended December 31,
|
|
Three Months Ended March 31,
|
|||||||||
(Thousands of U.S. Dollars)
|
|
2015
|
|
2016
|
2015
|
% Change
|
|||||||
G&A Expenses Before Stock-Based Compensation, Gross
|
|
$
|
14,155
|
|
|
$
|
14,085
|
|
$
|
20,265
|
|
(30
|
)
|
Stock-Based Compensation
|
|
566
|
|
|
1,397
|
|
(530
|
)
|
(364
|
)
|
|||
Capitalized G&A and Overhead Recoveries
|
|
(7,823
|
)
|
|
(6,677
|
)
|
(12,441
|
)
|
(46
|
)
|
|||
|
|
$
|
6,898
|
|
|
$
|
8,805
|
|
$
|
7,294
|
|
21
|
|
U.S. Dollars Per BOE
|
|
$
|
4.40
|
|
|
$
|
3.80
|
|
$
|
4.18
|
|
(9
|
)
|
|
Three Months Ended March 31,
|
||
|
2016
|
|
2015
|
Change in the Colombian peso against the U.S. dollar
|
strengthened by
|
|
weakened by
|
4%
|
|
8%
|
|
|
Three Months Ended March 31,
|
||||||
(Thousands of U.S. Dollars)
|
|
2016
|
|
2015
|
||||
Trading securities loss (gain)
|
|
$
|
845
|
|
|
$
|
(412
|
)
|
Foreign currency derivatives loss
|
|
—
|
|
|
370
|
|
||
|
|
$
|
845
|
|
|
$
|
(42
|
)
|
•
|
On the Chaza Block (100% working interest ("WI"), operated), we completed the Costayaco-24 development well and drilled and completed the Costayaco-23i, Costayaco-27i and Moqueta-20 development wells in the Costayaco and Moqueta Fields. All four wells were completed as oil producers. We completed a dual completion on the Moqueta-19i water injector well. We drilled the Moqueta-23 development well and started pre-drilling activities for the Moqueta 22 development well. The Moqueta 22 development well was spud subsequent to quarter end.
|
•
|
We continued facilities work at the Moqueta Field on the Chaza Block.
|
Date: May 3, 2016
|
|
/s/ Gary Guidry
|
|
|
By: Gary Guidry
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: May 3, 2016
|
|
/s/ Ryan Ellson
|
|
|
By: Ryan Ellson
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit No.
|
Description
|
|
Reference
|
2.1
|
Arrangement Agreement, dated November 12, 2015, between Gran Tierra Energy Inc. and Petroamerica Oil Corp.
|
|
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on November 18, 2015 (SEC File No. 001-34018).
|
|
|
|
|
3.1
|
Amended and Restated Articles of Incorporation.
|
|
Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K, filed with the SEC on February 26, 2014 (SEC File No. 001-34018).
|
|
|
|
|
3.2
|
Amended and Restated Bylaws of Gran Tierra Energy Inc.
|
|
Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on March 3, 2016 (SEC File No. 001-34018).
|
|
|
|
|
4.1
|
Indenture related to the 5.00% Convertible Senior Notes due 2021, dated as of April 6, 2016, between Gran Tierra Energy Inc. and U.S. Bank National Association
|
|
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the SEC on April 6, 2016 (SEC File No. 001-34018).
|
|
|
|
|
4.2
|
Form of 5.00% Convertible Senior Notes due 2021.
|
|
Included as Exhibit A to Exhibit 4.1.
|
|
|
|
|
10.1
|
Purchase Agreement, dated as of March 31, 2016, by and between Gran Tierra Energy Inc. and Nomura Securities International, Inc., Dundee Securities Inc. and RBC Dominion Securities Inc.
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on April 6, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.2
|
First Amendment to Credit Agreement, dated as of March 31, 2016, by and among Gran Tierra Energy International Holdings Ltd., Gran Tierra Energy Inc., The Bank of Nova Scotia, and the lenders party thereto.
|
|
Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on April 6, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.3
|
Form of Performance Stock Unit Award Agreement Under the 2007 Equity Incentive Plan
|
|
Filed herewith.
|
|
|
|
|
10.4
|
Form of Performance Stock Unit Grant Notice
|
|
Filed herewith.
|
|
|
|
|
10.5
|
Executive Employment Agreement effective May 11 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Ryan Ellson
|
|
Filed herewith.
|
|
|
|
|
10.6
|
Severance Agreement and Release dated April 6, 2016, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Duncan Nightingale.
|
|
Filed herewith.
|
|
|
|
|
12.1
|
Statement re: Computation of Ratio of Earnings to Fixed Charges
|
|
Filed herewith.
|
|
|
|
|
31.1
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith.
|
|
|
|
|
31.2
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith.
|
|
|
|
|
32.1
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Furnished herewith.
|
1.
|
Grant of the Award.
This Award represents your right to be issued on a future date a number of shares of Common Stock equal to the number of Performance Stock Units that vest, calculated by multiplying the portion of the Target Award eligible to vest with respect to each Performance Period by the Performance Multiplier for that Performance Period. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit with the Target Award. For the avoidance of doubt, in accordance with the Plan, the Company will have the discretion to settle the Award in an amount of cash equal to the Fair Market Value of the shares of Common Stock issuable to you in respect of your Award, and any references in this Agreement to shares of Common Stock in respect of your Award shall also include an amount of cash equivalent in value to such shares, if any, that the Company elects to issue in whole or in part in settlement of your Award.
|
2.
|
Number of Performance Stock Units and Shares of Common Stock.
The number of Performance Stock Units in your Award is set forth in the Grant Notice.
|
a.
|
The number of Performance Stock Units that vest will be calculated by multiplying the portion of the Target Award eligible to vest with respect to each Performance Period by the Performance Multiplier for that Performance Period. The Performance Multiplier is calculated for each Performance Period based on performance metrics established and approved by the Board in its full discretion. Further details regarding the terms of the Award and some of the information that will be considered by the Board when establishing the Performance Multiplier for each Performance Period can be found in
Appendix A
, attached hereto.
|
b.
|
The number of Performance Stock Units subject to your Award may be adjusted from time to time for Capitalization Adjustments as described in Section 11(a) of the Plan.
|
c.
|
Any additional Performance Stock Units, shares of Common Stock, cash or other property that becomes subject to the Award pursuant to this Section 2 will be
|
d.
|
No fractional Performance Stock Units or rights for fractional shares of Common Stock will be created pursuant to this Section 2. Any fraction of a share will be rounded down to the nearest whole share.
|
3.
|
Vesting
. The Performance Stock Units will vest based on the Company’s performance during each Performance Period and your provision of Continuous Service from the Date of Grant through the date of settlement of the Award. All Performance Stock Units will be forfeited upon a termination of your Continuous Service prior to the settlement of the Award and you will have no further right, title or interest in such Award or any shares of Common Stock or cash with respect to such Award.
|
4.
|
Date of Settlement
. Subject to the satisfaction of the withholding obligations set forth in Section 11 of this Agreement, the Company will issue to you one share of Common Stock (or an amount of cash equal to the Fair Market Value of one share of Common Stock determined as of the date of settlement) for each Performance Stock Unit that vested, if any, effective December 31, 2018.
|
5.
|
Payment by You
. This Award was granted in consideration of your services for the Company or one of its Affiliates. Subject to Section 11 below, you will not be required to make any payment to the Company or the applicable Affiliate (other than your past and future services for the Company or the applicable Affiliate) with respect to your receipt of the Award, vesting of the Performance Stock Units, or the delivery of the shares of Common Stock underlying the Performance Stock Units.
|
6.
|
Securities Law Compliance
. You may not be issued any Common Stock under your Award unless the shares of Common Stock are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws, regulations and the rules of the securities exchange(s) upon which the Company’s shares are traded, and you will not receive such Common Stock if the Company determines that such receipt would not be in material compliance with such laws, regulations and rules.
|
7.
|
Restrictive Legends.
The Common Stock issued under your Award will be endorsed with appropriate legends, if any, determined by the Company.
|
8.
|
Transfer Restrictions.
Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the shares in respect of your Award. For example, you may not use shares that may be issued in respect of your Performance Stock Units as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer will lapse upon delivery to you of shares in respect of your vested Performance Stock Units. Your Award is not transferable, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your
|
9.
|
Award not a Service Contract
.
|
a.
|
Your Continuous Service is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement (including, but not limited to, the vesting of your Performance Stock Units or the issuance of the shares subject to your Performance Stock Units), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan will: (i) confer upon you any right to continue in the employment or service of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have.
|
b.
|
By accepting this Award, you acknowledge and agree that the right to vest in the Award (subject to the performance conditions enumerated in the Grant Notice and Agreement) is earned only by continuing as an employee, director or consultant at the will of the Company (not through the act of being hired, being granted this Award or any other award or benefit) and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems appropriate (a “reorganization”). You further acknowledge and agree that such a reorganization could result in the termination of your Continuous Service, or the termination of Affiliate status of your employer and the loss of benefits available to you under this Agreement, including but not limited to, the termination of the right to vest in the Award. You further acknowledge and agree that this Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your Continuous Service at any time, with or without cause and with or without notice.
|
10.
|
Unsecured Obligation
. Your Award is unfunded, and even as to any Performance Stock Units which vest, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue Common Stock pursuant to this Agreement. You will not have voting or any other rights as a stockholder of the Company with respect to the Common Stock acquired pursuant to this Agreement until such Common Stock is issued to you pursuant to Section 4 of this Agreement. Upon such
|
11.
|
Withholding Obligations.
|
a.
|
On or before the time you receive a distribution of the shares underlying your Performance Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “
Withholding Taxes
”). Specifically, the Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “
FINRA Dealer
”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Performance Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with your Performance Stock Units with a Fair Market Value (measured as of the date shares of Common Stock are issued to you) equal to the amount of such Withholding Taxes;
provided, however
, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, such share withholding procedure shall be subject to the express prior approval of the Board or a duly authorized committee thereof.
|
b.
|
Unless the Withholding Taxes of the Company and/or any Affiliate are satisfied, the Company will have no obligation to deliver to you any Common Stock or cash with respect to this Award.
|
c.
|
In the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.
|
12.
|
Dividends.
You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall not apply with respect to any shares of Common Stock that are delivered to you in connection with your Award after such shares have been delivered to you.
|
13.
|
Other Documents
. You hereby acknowledge receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting officers, directors and other specified individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.
|
14.
|
Notices
. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. Any notices provided for in this Agreement or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices provided by mail, the date that is five (5) days after deposit in the United States Post Office (whether or not actually received by the addressee), by registered or certified mail with postage and fees prepaid, addressed at the following addresses, or at such other address(es) as a party may designate by ten (10) days’ advance written notice to each of the other parties hereto:
|
a.
|
Company:
Gran Tierra Energy Inc., Attn: President & CEO, 200,150 – 13
th
Avenue S.W.
,
Calgary, Alberta. Canada T2R 0V2
|
b.
|
Participant:
Your address as on file with the Company at the time notice is given
|
15.
|
Headings.
The headings of the Sections in this Agreement are inserted for convenience only and will not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement.
|
16.
|
Amendment.
This Agreement may be amended only by a writing executed by the Company and you which specifically states that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Company by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Company reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein.
|
17.
|
Miscellaneous
.
|
a.
|
The rights and obligations of the Company under your Award will be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.
|
b.
|
You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.
|
c.
|
You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.
|
d.
|
This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
e.
|
All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
|
18.
|
Governing Plan Document
. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan will control;
provided, however
, that Section 4 of this Agreement will govern the timing of any distribution of Common Stock under your Award. In addition, your Award (and any compensation paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company. The Company will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Board will be final and binding upon you, the Company, and all other interested persons. No member of the Board will be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.
|
19.
|
Effect on Other Employee Benefit Plans.
The value of the Award subject to this Agreement will not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly
|
20.
|
Severability
. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.
|
21.
|
No Obligation to Minimize Taxes.
The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.
|
22.
|
Resolution of Disputes.
Any dispute arising out of, relating to, or in connection with the Award, this Agreement, the Grant Notice and/or the Plan, including any question regarding existence, construction, validity, or termination shall be settled before a sole arbitrator in accordance with the Arbitration Rules of the American Arbitration Association in Calgary, Alberta, Canada. The proceedings shall be in the English language. The
resulting arbitral award shall be final and binding without right of appeal, and judgment upon such award may be entered in any court having jurisdiction thereof. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect.
|
23.
|
Translation of Documents.
The Grant Notice, this Agreement and the Plan are written in the English language. If a Spanish language or Portuguese language translation has been provided to you, it has been provided only as a courtesy and such translation shall have no legal force or effect. Only the English language version of the Grant Notice, this Agreement and the Plan shall have legal force and effect and shall be referred to (including in the resolution of any disputes or controversies between the Parties) in interpreting the obligations of the Parties under the Grant Notice, this Agreement and the Plan.
|
Performance Period
|
Percentage of Target Award Eligible to Vest for Each Performance Period
|
January 1, 2016 – December 31, 2016
|
20%
|
January 1, 2017 – December 31, 2017
|
20%
|
January 1, 2018 – December 31, 2018
|
20%
|
January 1, 2016 – December 31, 2018
|
40%
|
1.
|
50% weighting: The Company’s Relative Total Shareholder Return, which is calculated by comparing the Company’s change in share price plus reinvestment of dividends relative to the performance of a peer group of companies (selected by the Board in its sole and absolute discretion) with respect to the same measures;
|
2.
|
25% weighting: Net Asset Value per share;
|
3.
|
25% execution of strategy (as determined by the Board).
|
•
|
Participant has been provided with and understands and agrees to: this Performance Stock Unit Grant Notice, the Agreement, the Plan prospectus and the Plan. (The Plan prospectus and the Plan can be found in the “Gran Tierra Documents” folder located in the Participant’s “Personal Profile” tab, under “Miscellaneous Account Information”.)
|
•
|
Participant acknowledges and agrees that this Award and any other stock awards under the Plan are voluntary, occasional, awarded solely at the discretion of the Board, and do not create any contractual or other right to receive future performance stock units, stock awards or other benefits in lieu of future stock awards, even if similar stock awards have been granted repeatedly in the past.
|
•
|
Participant acknowledges and agrees that determinations with respect to any future stock awards, including but not limited to, the times when such stock awards are made, the number of shares of Common Stock and the performance and other conditions applied to the stock awards, will be at the sole discretion of the Board.
|
•
|
Participant acknowledges and agrees that as of the Date of Grant, this Performance Stock Unit Grant Notice, the Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersedes all prior oral and written agreements on that subject, with the exception of: (i) awards previously granted and delivered to you under the Plan, and (ii) if applicable to Participant, (A) the terms of any written offer letter or employment agreement entered into between the Company and Participant that specifically provides for accelerated vesting of compensatory equity awards, (B) the terms of any applicable Company change of control severance plan, and (C) any required compensation recovery provisions under applicable laws or regulations.
|
•
|
Participant is responsible for properly reporting to the applicable government authorities all benefits received from the Award. The Participant shall remit to the applicable government authorities all amounts properly payable to such government authorities with
|
•
|
Participant consents to receive Plan documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
|
A.
|
The Executive has been employed by GTE ULC since May 11, 2015 in the position of Chief Financial Officer;
|
B.
|
GTE ULC wishes to continue to employ the Executive and the Executive wishes to continue such employment; and
|
C.
|
The Executive has also been employed by Gran Tierra and served as an officer of Gran Tierra since May 11, 2015
.
|
1.1
|
Position
|
1.2
|
Exclusive Service & Other Engagements
|
1.3
|
Reassignment
|
1.4
|
Travel
|
3.1
|
Bonus Eligibility
|
3.2
|
Bonus Payment
|
8.1
|
Term
|
8.2
|
Termination Without Notice
|
(a)
|
Voluntary Resignation
|
(a)
|
Cause
|
(b)
|
Death
|
8.3
|
Termination by the Company without Cause
|
8.4
|
Termination by the Executive for Good Reason.
|
(a)
|
an adverse change in the Executive’s position, titles, duties or responsibilities (including new, additional or changed formal or informal reporting responsibilities) or any failure to re-elect or re-appoint him to any such positions, titles, duties or offices, except in connection with the termination of his employment for Cause;
|
(b)
|
a reduction by the Company of the Executive’s Base Salary except to the extent that the annual base salaries of all other executive officers of the Company are similarly reduced or any change in the basis upon which the Executive’s annual compensation is determined or paid if the change is or will be adverse to the Executive except that an award of any annual performance bonuses (including the Bonus) by the Company’s Compensation Committee (and approved by the Board) are discretionary and in no instance shall be considered adverse to Executive if such performance bonus is reduced from a prior year or if an annual performance bonus is not paid;
|
(c)
|
a Change in Control occurs; or
|
(d)
|
any breach by the Company of any material provision of this Agreement.
|
(a)
|
a dissolution, liquidation, sale, lease or other disposition of all or substantially all of the assets of Gran Tierra or GTE ULC;
|
(b)
|
a majority of the voting securities of GTE ULC ceasing to be controlled, directly or indirectly, by Gran Tierra, where “voting securities” means any securities carrying a right to vote in respect of the election of directors under all circumstances or under circumstances that have occurred and are continuing; or
|
(c)
|
an amalgamation, arrangement, merger or other consolidation of Gran Tierra with or into any one or more other corporations pursuant to which any person or combination of persons thereafter hold a greater number of voting securities or other securities of the successor or continuing corporation having rights of purchase, conversion or exchange into voting securities of the successor or continuing corporation (assuming the purchase, conversion or exchange of such other securities whether then purchasable, convertible or exchangeable or not into the highest number of voting securities of the successor or continuing corporation such persons would be entitled to) than the number of voting securities of the successor or continuing corporation held directly and indirectly by former shareholders of Gran Tierra, where “voting securities” means any securities carrying a right to vote in respect of the election of directors under all circumstances or under circumstances that have occurred and are continuing.
|
8.5
|
Resignation of Offices Held
|
9.1
|
Indemnity
|
9.2
|
Insurance
|
(a)
|
Gran Tierra shall purchase and maintain, throughout the period during which the Executive acts as a director or officer of Gran Tierra or a Member Company and for a period of six years
after the date that the Executive ceases to act as a director or officer of Gran Tierra or a Member Company, directors’ and officers’ liability insurance for the benefit of the Executive and the Executive’s heirs, executors, administrators and other legal representatives, such that the Executive’s insurance coverage is, at all times, at least equal to or better than any insurance coverage that Gran Tierra purchases and maintains for the benefit of its then current directors and officers, from time to time.
|
(b)
|
If for any reason whatsoever, any directors’ and officers’ liability insurer asserts that the Executive or the Executive’s heirs, executors, administrators or other legal representatives are subject to a deductible under any existing or future directors’ and officers’ liability insurance purchased and maintained by Gran Tierra for the benefit of the Executive and the Executive’s heirs, executors, administrators and other legal representatives, Gran Tierra shall pay the deductible for and on behalf of the Executive or the Executive’s heirs, executors, administrators or other legal representatives, as the case may be.
|
9.3
|
Survival
|
10.1
|
Fiduciary Duties & Non-Competition
|
10.2
|
Confidentiality
|
10.3
|
Following Termination of Agreement
|
10.4
|
Business Records
|
14.1
|
Notice to Executive
|
14.2
|
Notice to Company
|
GRAN TIERRA ENERGY CANADA ULC, an Alberta corporation
|
|
GRAN TIERRA ENERGY INC., a Nevada corporation
|
||
By:
|
/s/Gary Guidry
|
|
By:
|
/s/Gary Guidry
|
|
Name: Gary Guidry
Title: President and Chief Executive Officer |
|
|
Name: Gary Guidry
Title: President and Chief Executive Officer |
Date:
|
November 2, 2015
|
|
Date:
|
November 2, 2015
|
|
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
By:
|
/s/Ryan Ellson
|
|
|
|
Ryan Ellson
|
|
|
Date:
|
November 2, 2015
|
SIGNED, SEALED & DELIVERED
In the presence of:
/s/James Evans
|
|
|
|
Witness
|
|
|
|
James Evans
|
|
|
|
Print Name
|
|
|
|
1.
|
CONTINUOUS SERVICE TO THE COMPANY
|
(a)
|
Notwithstanding the Effective Date of this Agreement, Nightingale agrees to provide services to the Company, on an as-needed basis, immediately following the Effective Date up to and including the Termination Date. While specific duties are still to be determined, it is anticipated that Nightingale will continue to support the Company in a business development role as it relates to the Company’s clients in Mexico, as well as other ad-hoc services as requested by the Company from time to time (“
Services
”).
|
(b)
|
There is no requirement that Nightingale attend the offices of the Company between the Effective Date and the Termination Date. To the extent that Nightingale’s attendance at the Company’s office is required to perform the Services, Nightingale shall contact the Company in advance to schedule a mutually convenient time to attend the Company’s office.
|
(c)
|
Nightingale shall continue to receive his annual base salary and continue to be eligible to receive Company benefits up to and including the Termination Date. Please note that benefit eligibility shall continue to be governed by the terms and conditions of the Company’s benefit plans, as administered by the Company’s benefit provider. Nightingale is entitled to payment for prorated unused vacation to be paid after the Termination Date. If both parties agree to expedite an earlier termination date, any outstanding amount owed to Nightingale will be paid by the Company within thirty (30) days of the new, agreed upon termination date.
|
2.
|
SEVERANCE & BENEFITS
|
3.
|
STOCK OPTIONS & RESTRICTED STOCK UNITS
|
4.
|
RESIGNATION FROM OFFICES
|
5.
|
RELEASE
|
(a)
|
the Employment Agreement;
|
(b)
|
his employment with the Company;
|
(c)
|
the termination thereof;
|
(d)
|
any and all claims for damages, salary, wages, termination pay, severance pay, vacation pay, commissions, bonuses, expenses, RSP, pension, performance warrants, stock options, allowances, incentive payments, or any other benefits arising out of his employment with the Company;
|
(e)
|
loss of position, status, future job opportunity, or reputation; and
|
(f)
|
any and all claims arising out of or by virtue of the
Alberta
Human Rights Act
.
|
6.
|
NO ADMISSION
|
7.
|
INDEMNITY FOR TAXES, ETC.
|
8.
|
EMPLOYMENT STANDARDS CODE
|
9.
|
BENEFITS AND INSURANCE CLAIMS
|
10.
|
NON-DISCLOSURE
|
11.
|
CONFIDENTIALITY
|
12.
|
NON-DISPARAGING
|
13.
|
FURTHER CLAIMS
|
14.
|
GOVERNING LAW AND JURISDICTION
|
15.
|
COMPLETE AGREEMENT
|
16.
|
ACKNOWLEDGEMENT/INDEPENDENT LEGAL ADVICE
|
“April 6/16”
|
|
Gran Tierra Energy Inc
.
|
|
Per:
|
/s/ Gary S. Guidry
|
||
Date Signed
|
|
Gary S. Guidry
President and CEO
|
SIGNED, SEALED AND DELIVERED in the presence of:
/s/ Warren Bell
|
|
/s/ D.J. Nightingale
|
Witness Signature
|
Duncan Nightingale
|
|
“Warren Bell”
|
“12
th
April 2016”
|
|
Print Name of Witness
|
Date Signed
|
|
Three Months Ended March 31,
|
Year Ended December 31,
|
||||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||||
Fixed charges
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,604
|
|
Interest portion of rental expense
|
25
|
|
31
|
|
18
|
|
21
|
|
27
|
|
31
|
|
||||||
Total fixed charges
|
$
|
25
|
|
$
|
31
|
|
$
|
18
|
|
$
|
21
|
|
$
|
27
|
|
$
|
1,635
|
|
|
|
|
|
|
|
|
||||||||||||
(Loss) income from continuing operations before tax
|
$
|
(70,145
|
)
|
$
|
(368,088
|
)
|
$
|
(17,134
|
)
|
$
|
309,284
|
|
$
|
196,349
|
|
$
|
266,875
|
|
Fixed charges per above
|
(25
|
)
|
(31
|
)
|
(18
|
)
|
(21
|
)
|
(27
|
)
|
(1,635
|
)
|
||||||
|
$
|
(70,170
|
)
|
$
|
(368,119
|
)
|
$
|
(17,152
|
)
|
$
|
309,263
|
|
$
|
196,322
|
|
$
|
265,240
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
—
|
|
—
|
|
—
|
|
14,727
|
|
7,271
|
|
162
|
|
||||||
Deficiency of earnings available to cover fixed charges
|
$
|
(70,170
|
)
|
$
|
(368,119
|
)
|
$
|
(17,152
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Date: May 3, 2016
|
/s/ Gary Guidry
|
|
By: Gary Guidry
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: May 3, 2016
|
/s/ Ryan Ellson
|
|
By: Ryan Ellson
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
(1)
|
The Report, to which this Certification is attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Gary Guidry
|
|
/s/ Ryan Ellson
|
By: Gary Guidry
|
|
By: Ryan Ellson
|
President and Chief Executive Officer
|
|
Chief Financial Officer
|