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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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98-0479924
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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900, 520 - 3 Avenue SW
Calgary, Alberta Canada T2P 0R3
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(Address of principal executive offices, including zip code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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NYSE MKT
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Toronto Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
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PART I
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Items 1 and 2.
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Business and Properties
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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SIGNATURES
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EXHIBIT INDEX
|
bbl
|
barrel
|
Mcf
|
thousand cubic feet
|
Mbbl
|
thousand barrels
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MMcf
|
million cubic feet
|
MMbbl
|
million barrels
|
Bcf
|
billion cubic feet
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BOE
|
barrels of oil equivalent
|
bopd
|
barrels of oil per day
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MMBOE
|
million barrels of oil equivalent
|
NGL
|
natural gas liquids
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BOEPD
|
barrels of oil equivalent per day
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NAR
|
net after royalty
|
•
|
On the Chaza Block (100% working interest ("WI"), operated), we drilled and completed the Guriyaco-1 exploration well, which was completed as an oil producer. We completed the Costayaco-24 development well and drilled and completed the Costayaco-23i, Costayaco-27i, Moqueta-20 and Moqueta 22 development wells in the Costayaco and Moqueta Fields. All four wells were completed as oil producers. We performed recompletions on Costayaco-9 and Costayaco-19 and began producing from a new zone in the field, the A-Limestone formation. We also completed a dual completion on the Moqueta-19i water injector well. We drilled the Moqueta-23 development well.
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•
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On the Midas Block (100% WI, operated), we drilled and completed the Acordionero-5 and Acordionero-7 development wells as oil producers and commenced drilling the Acordionero-8i development well.
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•
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On the Putumayo-7 Block (100% WI, operated), we drilled and completed the Cumplidor-1 exploration well, which was completed as an oil producer, and commenced drilling of the Alpha-1 exploration well.
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•
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On the Putumayo-4 Block (100% WI, operated), we continued activities related to environmental permitting for the Siriri-1 exploration well.
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•
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On the Suroriente Block (15.8% WI, non-operated), we commenced a well workover campaign at the Cohembi and Quinde oil fields.
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•
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We completed the acquisition of 2-D seismic on the Sinu-1 (60% WI, operated) and Sinu-3 (51% WI, operated) Blocks.
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•
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We also continued facilities work at the Moqueta Field on the Chaza Block.
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•
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We commenced work on a water injection/pressure support project with an initial workover on the 1-GTE-7HPC-BA well to assess potential as a water source well and we continued facility improvements, including the completion of a compressed natural gas project and a flare stack.
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•
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We continued work on a revised development plan for Block 95, activities relating to maintaining tangible asset integrity and security of our five blocks in Peru (95, 107 and 133, 123 and 129) and moving forward with environmental approvals on Blocks 107 and 133 (100% WI, operated).
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|
Number of Wells
(Gross) |
Number of Wells
(Net) |
2017 Capital Budget
($ million) |
|||
Colombia
|
|
|
|
|||
Development
|
15-19
|
|
13-14
|
|
100-140
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|
Exploration
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8-11
|
|
7-9
|
|
85-95
|
|
Total Colombia
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23-30
|
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20-23
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185-235
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Brazil
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—
|
|
—
|
|
8
|
|
Peru
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—
|
|
—
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6
|
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Corporate
|
—
|
|
—
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1
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|
Total company
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23-30
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20-23
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|
200-250
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Block and Field(s)
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Basin
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WI
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Estimated Proved Reserves, NAR
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2016 Average Production NAR, BOEPD
(1)
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Number of Productive Wells , Net
|
End of Production Phase
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Acres, Net
(2)
|
Chaza - Costayaco, Moqueta and Guriyaco Fields
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Putumayo
|
100% operated
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23,730
|
16,577
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34.0
|
2033 for Costayaco and 2037 for Moqueta
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16,472
|
Guayuyaco - Guayuyaco and Juanambu Fields
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Putumayo
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70% operated
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1,114
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648
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3.5
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2030
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36,656
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Suroriente - Cohembi and Quillacinga Fields
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Putumayo
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15.8%
(3)
non-operated |
392
|
738
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2.7
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2024
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14,262
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Putumayo-7 - Cumplidor Field
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Putumayo
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100% operated
|
990
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42
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1.0
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24 years from the date of commerciality
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130,186
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Midas - Acordionero, Chuira and Zoe Fields
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Middle Magdalena
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100% operated
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17,350
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1,845
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9.0
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2035 for Chuira, 2036 for Zoe and 2039 for Acordionero
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45,689
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La Paloma - Colon and Juglar Fields
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Middle Magdalena
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100% operated
|
429
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96
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5.0
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2034 for Colon and 2039 for Juglar
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23,756
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Tisquirama A and B - Los Angeles and Querubin Fields
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Middle Magdalena
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See below
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371
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73
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5.2
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Until the economic limit of each field
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9,120
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Garibay
- Jilguero and Melero Fields
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Llanos
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See below
|
321
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559
|
1.5
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2037
|
821
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Llanos-22 - Ramiriqui Field
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Llanos
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45%
non-operated
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1,447
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952
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0.9
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2038
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11.258
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Other Blocks
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See below
|
See below
|
—
|
940
|
0.8
|
—
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2,005,522
|
|
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46,144
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22,470
|
63.6
|
|
2,293,742
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Block
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Acres, Gross and Net
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Block 95
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853,210
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Block 123
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2,323,831
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Block 129
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1,167,409
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Block 107
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623,504
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Block 133
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764,320
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5,732,274
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Oil
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Natural Gas
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Oil and Natural Gas
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|||
Reserves Category
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(Mbbl)
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(MMcf)
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(MBOE)
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|||
Proved
|
|
|
|
|
|
|
|||
Developed
|
|
|
|
|
|
|
|||
Colombia
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|
35,529
|
|
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1,468
|
|
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35,774
|
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Brazil
|
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1,912
|
|
|
1,382
|
|
|
2,142
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Total proved developed reserves
|
|
37,441
|
|
|
2,850
|
|
|
37,916
|
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Undeveloped
|
|
|
|
|
|
|
|||
Colombia
|
|
10,349
|
|
|
127
|
|
|
10,370
|
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Brazil
|
|
4,140
|
|
|
2,203
|
|
|
4,506
|
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Total proved undeveloped reserves
|
|
14,489
|
|
|
2,330
|
|
|
14,876
|
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Total proved reserves
|
|
51,930
|
|
|
5,180
|
|
|
52,792
|
|
|
|
|
|
|
|
|
|||
Probable
|
|
|
|
|
|
|
|||
Developed
|
|
|
|
|
|
|
|||
Colombia
|
|
10,852
|
|
|
190
|
|
|
10,884
|
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Total probable developed reserves
|
|
10,852
|
|
|
190
|
|
|
10,884
|
|
Undeveloped
|
|
|
|
|
|
|
|||
Colombia
|
|
31,132
|
|
|
2,193
|
|
|
31,498
|
|
Brazil
|
|
1,649
|
|
|
962
|
|
|
1,809
|
|
Total probable undeveloped reserves
|
|
32,781
|
|
|
3,155
|
|
|
33,307
|
|
Total probable reserves
|
|
43,633
|
|
|
3,345
|
|
|
44,191
|
|
|
|
|
|
|
|
|
|||
Possible
|
|
|
|
|
|
|
|||
Developed
|
|
|
|
|
|
|
|||
Colombia
|
|
12,613
|
|
|
504
|
|
|
12,697
|
|
Total possible developed reserves
|
|
12,613
|
|
|
504
|
|
|
12,697
|
|
Undeveloped
|
|
|
|
|
|
|
|||
Colombia
|
|
46,935
|
|
|
1,411
|
|
|
47,170
|
|
Brazil
|
|
3,407
|
|
|
2,009
|
|
|
3,742
|
|
Total possible undeveloped reserves
|
|
50,342
|
|
|
3,420
|
|
|
50,912
|
|
Total possible reserves
|
|
62,955
|
|
|
3,924
|
|
|
63,609
|
|
Oil and NGLs (USD/bbl) - Colombia
|
|
$
|
31.67
|
|
Natural Gas (USD/Mcf) - Colombia
|
|
$
|
3.67
|
|
Light/Medium Oil (USD/bbl) - Brazil
|
|
$
|
31.42
|
|
Natural Gas (USD/Mcf) - Brazil
|
|
$
|
1.47
|
|
|
Oil Equivalent
(MMBOE)
|
||
Balance, December 31, 2015
|
$
|
7.6
|
|
Acquisitions
|
9.5
|
|
|
Converted to proved producing
|
(4.5
|
)
|
|
Technical revisions
|
1.5
|
|
|
Discoveries and extensions
|
0.8
|
|
|
Balance, December 31, 2016
|
$
|
14.9
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
|
Costayaco
|
Moqueta
|
Acordionero
|
|
Costayaco
|
Moqueta
|
|
Costayaco
|
Moqueta
|
||||||||||||||
Oil and NGL's, bbl
|
|
3,975,842
|
|
2,091,361
|
|
648,518
|
|
|
4,053,977
|
|
2,005,444
|
|
|
4,194,933
|
|
1,690,335
|
|
|||||||
Average sales price of oil and NGL's per bbl
|
|
$
|
33.52
|
|
$
|
32.86
|
|
$
|
35.87
|
|
|
$
|
42.57
|
|
$
|
42.10
|
|
|
$
|
83.05
|
|
$
|
82.84
|
|
Operating expenses of oil and NGL's per bbl
|
|
$
|
13.71
|
|
$
|
10.50
|
|
$
|
8.00
|
|
|
$
|
14.87
|
|
$
|
15.93
|
|
|
$
|
15.50
|
|
$
|
12.06
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Colombia
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exploration
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
2.00
|
|
|
2.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dry
|
|
—
|
|
|
—
|
|
|
1.00
|
|
|
1.00
|
|
|
2.00
|
|
|
2.00
|
|
In Progress
|
|
1.00
|
|
|
1.00
|
|
|
—
|
|
|
—
|
|
|
1.00
|
|
|
1.00
|
|
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
7.00
|
|
|
7.00
|
|
|
7.00
|
|
|
5.16
|
|
|
6.00
|
|
|
6.00
|
|
Service
|
|
2.00
|
|
|
2.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dry
|
|
1.00
|
|
|
1.00
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
In Progress
|
|
3.00
|
|
|
3.00
|
|
|
6.00
|
|
|
6.00
|
|
|
3.00
|
|
|
3.00
|
|
Total Colombia
|
|
16.00
|
|
|
16.00
|
|
|
14.00
|
|
|
12.16
|
|
|
12.00
|
|
|
12.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brazil
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exploration
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.00
|
|
|
2.00
|
|
In Progress
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
In Progress
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Brazil
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.00
|
|
|
2.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Peru
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exploration
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
In Progress
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Service
|
|
—
|
|
|
—
|
|
|
1.00
|
|
|
1.00
|
|
|
—
|
|
|
—
|
|
Dry
|
|
—
|
|
|
—
|
|
|
1.00
|
|
|
1.00
|
|
|
—
|
|
|
—
|
|
In Progress
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.00
|
|
|
1.00
|
|
Total Peru
|
|
—
|
|
|
—
|
|
|
2.00
|
|
|
2.00
|
|
|
1.00
|
|
|
1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
16.00
|
|
|
16.00
|
|
|
16.00
|
|
|
14.16
|
|
|
15.00
|
|
|
15.00
|
|
|
Oil Wells
|
|
Gas Wells
|
|
Total Wells
|
||||||||||||
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Colombia
(1)
|
96.0
|
|
|
63.63
|
|
|
—
|
|
|
—
|
|
|
96.0
|
|
|
63.6
|
|
Brazil
(2)
|
2.0
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
2.0
|
|
Peru
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98.0
|
|
|
65.6
|
|
|
—
|
|
|
—
|
|
|
98.0
|
|
|
65.6
|
|
|
Developed
|
|
Undeveloped
|
|
Total
|
||||||||||||
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Colombia
(1)
|
274,592
|
|
|
150,225
|
|
|
3,787,827
|
|
|
2,143,517
|
|
|
4,062,419
|
|
|
2,293,742
|
|
Brazil
|
1,511
|
|
|
1,511
|
|
|
40,095
|
|
|
40,095
|
|
|
41,606
|
|
|
41,606
|
|
Peru
|
—
|
|
|
—
|
|
|
5,732,274
|
|
|
5,732,274
|
|
|
5,732,274
|
|
|
5,732,274
|
|
Gran Tierra as at December 31, 2016
(1)
|
276,103
|
|
|
151,736
|
|
|
9,560,196
|
|
|
7,915,886
|
|
|
9,836,299
|
|
|
8,067,622
|
|
•
|
expand our systems effectively or efficiently or in a timely manner;
|
•
|
allocate our human resources optimally;
|
•
|
identify and hire qualified employees or retain valued employees; or
|
•
|
incorporate effectively the components of any business that we may acquire in our effort to achieve growth. If we are unable to manage our growth and our operations our financial results could be adversely affected by inefficiencies, which could diminish our profitability.
|
•
|
all bilateral aid, except anti-narcotics and humanitarian aid, would be suspended;
|
•
|
the Export-Import Bank of the United States and the Overseas Private Investment Corporation would not approve financing for new projects in Colombia;
|
•
|
United States representatives at multilateral lending institutions would be required to vote against all loan requests from Colombia, although such votes would not constitute vetoes; and
|
•
|
the President of the United States and Congress would retain the right to apply future trade sanctions.
|
•
|
dilution caused by our issuance of additional shares of Common Stock and other forms of equity securities, which we expect to make in connection with acquisitions of other companies or assets;
|
•
|
announcements of new acquisitions, reserve discoveries or other business initiatives by our competitors;
|
•
|
fluctuations in revenue from our oil and natural gas business;
|
•
|
changes in the market and/or WTI or Brent price for oil and natural gas commodities and/or in the capital markets generally, or under our credit agreement;
|
•
|
changes in the demand for oil and natural gas, including changes resulting from the introduction or expansion of alternative fuels;
|
•
|
changes in the social, political and/or legal climate in the regions in which we will operate;
|
•
|
changes in the valuation of similarly situated companies, both in our industry and in other industries;
|
•
|
changes in analysts’ estimates affecting us, our competitors and/or our industry;
|
•
|
changes in the accounting methods used in or otherwise affecting our industry;
|
•
|
changes in independent reserve estimates related to our oil and gas properties;
|
•
|
announcements of technological innovations or new products available to the oil and natural gas industry;
|
•
|
announcements by relevant governments pertaining to incentives for alternative energy development programs;
|
•
|
fluctuations in interest rates, exchange rates and the availability of capital in the capital markets; and
|
•
|
significant sales of shares of our Common Stock, including sales by future investors in future offerings we expect to make to raise additional capital.
|
•
|
quarterly variations in our revenues and operating expenses; and
|
•
|
additions and departures of key personnel.
|
•
|
updated reserve estimates by independent parties.
|
Name
|
|
Age
|
|
Position
|
Gary S. Guidry
|
|
61
|
|
President and Chief Executive Officer, Director
|
Ryan Ellson
|
|
41
|
|
Chief Financial Officer
|
James Evans
|
|
51
|
|
Vice President, Corporate Services
|
David Hardy
|
|
62
|
|
Vice President, Legal and General Counsel
|
Alan Johnson
|
|
45
|
|
Vice President, Asset Management
|
Lawrence West
|
|
60
|
|
Vice President, Exploration
|
Ed Caldwell
|
|
67
|
|
Vice President, Health, Safety and Environment & Corporate Social Responsibility
|
Susan Mawdsley
|
|
50
|
|
Vice President, Finance and Corporate Controller
|
Glen Mah
|
|
60
|
|
Vice President, Business Development
|
Rodger Trimble
|
|
55
|
|
Vice President, Investor Relations
|
Adrian Coral
|
|
43
|
|
President, Gran Tierra Energy Colombia
|
|
|
High
|
|
Low
|
||||
Fourth Quarter 2016
|
|
$
|
3.23
|
|
|
$
|
2.60
|
|
Third Quarter 2016
|
|
$
|
3.14
|
|
|
$
|
2.65
|
|
Second Quarter 2016
|
|
$
|
3.48
|
|
|
$
|
2.31
|
|
First Quarter 2016
|
|
$
|
2.84
|
|
|
$
|
1.87
|
|
Fourth Quarter 2015
|
|
$
|
2.91
|
|
|
$
|
2.01
|
|
Third Quarter 2015
|
|
$
|
2.92
|
|
|
$
|
1.91
|
|
Second Quarter 2015
|
|
$
|
3.87
|
|
|
$
|
2.72
|
|
First Quarter 2015
|
|
$
|
3.93
|
|
|
$
|
2.10
|
|
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Oil and natural gas sales
|
$
|
289,269
|
|
|
$
|
276,011
|
|
|
559,398
|
|
|
$
|
646,955
|
|
|
$
|
503,467
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
86,925
|
|
|
75,565
|
|
|
89,753
|
|
|
91,223
|
|
|
65,562
|
|
|||||
Transportation
|
31,776
|
|
|
40,204
|
|
|
24,196
|
|
|
18,949
|
|
|
26,645
|
|
|||||
Depletion, depreciation and accretion
|
139,535
|
|
|
176,386
|
|
|
185,877
|
|
|
200,851
|
|
|
130,370
|
|
|||||
Asset impairment
|
616,649
|
|
|
323,918
|
|
|
265,126
|
|
|
2,000
|
|
|
20,200
|
|
|||||
G&A expenses
|
33,218
|
|
|
32,353
|
|
|
51,249
|
|
|
41,115
|
|
|
46,659
|
|
|||||
Transaction expenses
|
7,325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Severance expenses
|
1,319
|
|
|
8,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity tax
|
3,098
|
|
|
3,769
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreign exchange (gain) loss
|
(1,469
|
)
|
|
(17,242
|
)
|
|
(39,535
|
)
|
|
(18,693
|
)
|
|
28,727
|
|
|||||
Financial instruments loss (gain)
|
10,279
|
|
|
2,027
|
|
|
4,722
|
|
|
—
|
|
|
—
|
|
|||||
Other loss
|
—
|
|
|
—
|
|
|
—
|
|
|
4,400
|
|
|
—
|
|
|||||
Other gain
|
(929
|
)
|
|
(502
|
)
|
|
(2,000
|
)
|
|
—
|
|
|
(9,336
|
)
|
|||||
Interest expense
|
14,145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
941,871
|
|
|
645,468
|
|
|
579,388
|
|
|
339,845
|
|
|
308,827
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
2,368
|
|
|
1,369
|
|
|
2,856
|
|
|
2,174
|
|
|
1,709
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations before income taxes
|
(650,234
|
)
|
|
(368,088
|
)
|
|
(17,134
|
)
|
|
309,284
|
|
|
196,349
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Current income tax expense
|
(20,122
|
)
|
|
(15,383
|
)
|
|
(92,865
|
)
|
|
(157,126
|
)
|
|
(69,453
|
)
|
|||||
Deferred income tax recovery (expense)
|
204,791
|
|
|
115,442
|
|
|
(34,350
|
)
|
|
28,865
|
|
|
(26,814
|
)
|
|||||
|
184,669
|
|
|
100,059
|
|
|
(127,215
|
)
|
|
(128,261
|
)
|
|
(96,267
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
(465,565
|
)
|
|
(268,029
|
)
|
|
(144,349
|
)
|
|
181,023
|
|
|
100,082
|
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(26,990
|
)
|
|
(54,735
|
)
|
|
(423
|
)
|
|||||
Net (loss) income
|
$
|
(465,565
|
)
|
|
$
|
(268,029
|
)
|
|
(171,339
|
)
|
|
$
|
126,288
|
|
|
$
|
99,659
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(LOSS) INCOME PER SHARE
|
|
|
|
|
|
|
|
|
|
||||||||||
BASIC
|
|
|
|
|
|
|
|
|
|
||||||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS
|
$
|
(1.45
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
0.64
|
|
|
$
|
0.35
|
|
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES
|
—
|
|
|
—
|
|
|
(0.09
|
)
|
|
(0.19
|
)
|
|
—
|
|
|||||
NET (LOSS) INCOME
|
$
|
(1.45
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
0.45
|
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED
|
|
|
|
|
|
|
|
|
|
||||||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS
|
$
|
(1.45
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
0.63
|
|
|
$
|
0.35
|
|
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES
|
—
|
|
|
—
|
|
|
(0.09
|
)
|
|
(0.19
|
)
|
|
—
|
|
|||||
NET (LOSS) INCOME
|
$
|
(1.45
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
0.44
|
|
|
$
|
0.35
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As at December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Cash and cash equivalents
|
$
|
25,175
|
|
|
$
|
145,342
|
|
|
$
|
331,848
|
|
|
$
|
428,800
|
|
|
$
|
212,624
|
|
Working capital (deficiency) surplus including cash)
|
(23,344
|
)
|
|
160,449
|
|
|
239,312
|
|
|
244,764
|
|
|
220,288
|
|
|||||
Oil and gas properties
|
1,060,093
|
|
|
780,360
|
|
|
1,117,931
|
|
|
1,250,070
|
|
|
1,196,661
|
|
|||||
Deferred tax asset - long-term
|
1,611
|
|
|
3,241
|
|
|
2,153
|
|
|
3,663
|
|
|
3,918
|
|
|||||
Total assets
|
1,367,896
|
|
|
1,146,118
|
|
|
1,714,050
|
|
|
1,904,550
|
|
|
1,732,875
|
|
|||||
Long-term debt
|
197,083
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred tax liability - long-term
|
107,230
|
|
|
34,592
|
|
|
176,364
|
|
|
178,275
|
|
|
225,532
|
|
|||||
Total long-term liabilities
|
353,880
|
|
|
70,485
|
|
|
213,039
|
|
|
209,270
|
|
|
250,396
|
|
|||||
Shareholders’ equity
|
858,987
|
|
|
1,001,642
|
|
|
1,276,685
|
|
|
1,429,908
|
|
|
1,291,431
|
|
|
PetroLatina
|
PetroAmerica
|
PGC
|
Total
|
||||||||
Net purchase price (net of working capital acquired) ($000s)
|
$
|
525,000
|
|
$
|
72,234
|
|
$
|
19,388
|
|
$
|
616,622
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
SEC Compliant Reserves, NAR (MMBOE)
|
|
2016
|
|
% Change
|
|
2015
|
|
% Change
|
|
2014
|
||||||||
Estimated Proved Oil and Gas Reserves, NAR, at December 31
|
|
52.8
|
|
|
36
|
|
|
38.9
|
|
|
5
|
|
|
37.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Estimated Probable Oil and Gas Reserves, NAR, at December 31
|
|
44.2
|
|
|
182
|
|
|
15.7
|
|
|
16
|
|
|
13.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Estimated Possible Oil and Gas Reserves, NAR, at December 31
|
|
63.6
|
|
|
405
|
|
|
12.6
|
|
|
(18
|
)
|
|
15.4
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Volumes (BOE)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Working Interest Production Before Royalties
|
|
9,904,893
|
|
|
16
|
|
|
8,541,393
|
|
|
(7
|
)
|
|
9,191,467
|
|
|||
Royalties
|
|
(1,418,599
|
)
|
|
(1
|
)
|
|
(1,428,088
|
)
|
|
(34
|
)
|
|
(2,153,013
|
)
|
|||
Production NAR
|
|
8,486,294
|
|
|
19
|
|
|
7,113,305
|
|
|
1
|
|
|
7,038,454
|
|
|||
Decrease (Increase) in Inventory
|
|
280,356
|
|
|
(163
|
)
|
|
(448,562
|
)
|
|
62
|
|
|
(277,485
|
)
|
|||
Sales
(1)
|
|
8,766,650
|
|
|
32
|
|
|
6,664,743
|
|
|
(1
|
)
|
|
6,760,969
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average Daily Volumes (BOEPD)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Working Interest Production Before Royalties
|
|
27,062
|
|
|
16
|
|
|
23,401
|
|
|
(7
|
)
|
|
25,182
|
|
|||
Royalties
|
|
(3,875
|
)
|
|
(1
|
)
|
|
(3,912
|
)
|
|
(34
|
)
|
|
(5,899
|
)
|
|||
Production NAR
|
|
23,187
|
|
|
19
|
|
|
19,489
|
|
|
1
|
|
|
19,283
|
|
|||
Decrease (Increase) in Inventory
|
|
767
|
|
|
(162
|
)
|
|
(1,229
|
)
|
|
62
|
|
|
(760
|
)
|
|||
Sales
(1)
|
|
23,954
|
|
|
31
|
|
|
18,260
|
|
|
(1
|
)
|
|
18,523
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Netback ($000s)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil and Gas Sales
|
|
$
|
289,269
|
|
|
5
|
|
|
$
|
276,011
|
|
|
(51
|
)
|
|
$
|
559,398
|
|
Operating Expenses
|
|
(86,925
|
)
|
|
15
|
|
|
(75,565
|
)
|
|
(16
|
)
|
|
(89,753
|
)
|
|||
Transportation expenses
|
|
(31,776
|
)
|
|
(21
|
)
|
|
(40,204
|
)
|
|
66
|
|
|
(24,196
|
)
|
|||
Operating Netback
(2)
|
|
$
|
170,568
|
|
|
6
|
|
|
$
|
160,242
|
|
|
(64
|
)
|
|
$
|
445,449
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
General and Administrative Expenses ("G&A"), Including Stock-Based Compensation ($000s)
|
|
$
|
33,218
|
|
|
3
|
|
|
$
|
32,353
|
|
|
(37
|
)
|
|
$
|
51,249
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Loss ($000s)
|
|
$
|
(465,565
|
)
|
|
74
|
|
|
$
|
(268,029
|
)
|
|
56
|
|
|
$
|
(171,339
|
)
|
EBITDA
(3)
|
|
$
|
120,095
|
|
|
(9
|
)
|
|
$
|
132,216
|
|
|
(70
|
)
|
|
$
|
433,869
|
|
Adjusted EBITDA
(3)
|
|
$
|
117,697
|
|
|
2
|
|
|
$
|
114,974
|
|
|
(71
|
)
|
|
$
|
394,334
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Cash Provided by Operating Activities of Continuing Operations ($000s)
|
|
$
|
93,042
|
|
|
49
|
|
|
$
|
62,305
|
|
|
(72
|
)
|
|
$
|
220,952
|
|
Funds Flow From Continuing Operations ($000s)
(4)
|
|
$
|
104,984
|
|
|
(2
|
)
|
|
$
|
107,570
|
|
|
(66
|
)
|
|
$
|
317,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital Expenditures ($000s)
|
|
$
|
127,789
|
|
|
(18
|
)
|
|
$
|
156,639
|
|
|
(60
|
)
|
|
$
|
391,526
|
|
Cash Paid for Acquisitions, Net of Cash Acquired - PetroAmerica, PGC and PetroLatina ($000s)
|
|
$
|
522,031
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
As at December 31,
|
||||||||||||||||
(Thousands of U.S. Dollars)
|
2016
|
|
% Change
|
|
2015
|
|
% Change
|
|
2014
|
||||||||
Cash, Cash Equivalents and Current Restricted Cash
|
$
|
33,497
|
|
|
(77
|
)
|
|
$
|
145,434
|
|
|
(56
|
)
|
|
$
|
333,684
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Working Capital (Deficiency) Surplus, Including Cash and Cash Equivalents
|
$
|
(23,344
|
)
|
|
(115
|
)
|
|
$
|
160,449
|
|
|
(33
|
)
|
|
$
|
239,312
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revolving Credit Facility
|
$
|
90,000
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Convertible Senior Notes
|
$
|
115,000
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
EBITDA - Non-GAAP Measure ($000s)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net loss
|
|
$
|
(465,565
|
)
|
|
$
|
(268,029
|
)
|
|
$
|
(171,339
|
)
|
Adjustments to reconcile net loss to EBITDA
|
|
|
|
|
|
|
||||||
DD&A expenses
|
|
139,535
|
|
|
176,386
|
|
|
185,877
|
|
|||
Asset impairment
|
|
616,649
|
|
|
323,918
|
|
|
265,126
|
|
|||
Interest expense
|
|
14,145
|
|
|
—
|
|
|
—
|
|
|||
Income tax (recovery) expense
|
|
(184,669
|
)
|
|
(100,059
|
)
|
|
127,215
|
|
|||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
26,990
|
|
|||
EBITDA
|
|
120,095
|
|
|
132,216
|
|
|
433,869
|
|
|||
Gain on acquisition
|
|
(929
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange gain
|
|
(1,469
|
)
|
|
(17,242
|
)
|
|
(39,535
|
)
|
|||
Adjusted EBITDA
|
|
$
|
117,697
|
|
|
$
|
114,974
|
|
|
$
|
394,334
|
|
|
Fourth Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
Year Ended December 31,
|
||||||||||||||||
Funds Flow From Continuing Operations - Non-GAAP Measure ($000s)
|
2016
|
|
2016
|
|
2015
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Net cash provided by operating activities of continuing operations
|
$
|
6,643
|
|
|
$
|
48,222
|
|
|
$
|
3,726
|
|
$
|
93,042
|
|
|
$
|
62,305
|
|
|
$
|
220,952
|
|
Adjustments to reconcile net cash provided by operating activities to funds flow from continuing operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in assets and liabilities from operating activities
|
29,434
|
|
|
(24,727
|
)
|
|
11,680
|
|
11,337
|
|
|
39,048
|
|
|
95,436
|
|
||||||
Cash settlement of asset retirement obligation
|
109
|
|
|
32
|
|
|
1,449
|
|
605
|
|
|
6,217
|
|
|
796
|
|
||||||
Funds flow from continuing operations
|
$
|
36,186
|
|
|
$
|
23,527
|
|
|
$
|
16,855
|
|
$
|
104,984
|
|
|
$
|
107,570
|
|
|
$
|
317,184
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2016
|
|
% Change
|
|
2015
|
|
% Change
|
|
2014
|
||||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas sales
|
|
$
|
289,269
|
|
|
5
|
|
|
$
|
276,011
|
|
|
(51
|
)
|
|
$
|
559,398
|
|
Operating expenses
|
|
86,925
|
|
|
15
|
|
|
75,565
|
|
|
(16
|
)
|
|
89,753
|
|
|||
Transportation expenses
|
|
31,776
|
|
|
(21
|
)
|
|
40,204
|
|
|
66
|
|
|
24,196
|
|
|||
Operating netback
(1)
|
|
170,568
|
|
|
6
|
|
|
160,242
|
|
|
(64
|
)
|
|
445,449
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
DD&A expenses
|
|
139,535
|
|
|
(21
|
)
|
|
176,386
|
|
|
(5
|
)
|
|
185,877
|
|
|||
Asset impairment
|
|
616,649
|
|
|
90
|
|
|
323,918
|
|
|
22
|
|
|
265,126
|
|
|||
G&A expenses, including stock-based compensation
|
|
33,218
|
|
|
3
|
|
|
32,353
|
|
|
(37
|
)
|
|
51,249
|
|
|||
Transaction expenses
|
|
7,325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Severance expenses
|
|
1,319
|
|
|
(85
|
)
|
|
8,990
|
|
|
—
|
|
|
—
|
|
|||
Equity tax
|
|
3,098
|
|
|
(18
|
)
|
|
3,769
|
|
|
—
|
|
|
—
|
|
|||
Foreign exchange gain
|
|
(1,469
|
)
|
|
91
|
|
|
(17,242
|
)
|
|
56
|
|
|
(39,535
|
)
|
|||
Financial instruments loss
|
|
10,279
|
|
|
407
|
|
|
2,027
|
|
|
(57
|
)
|
|
4,722
|
|
|||
Interest expense
|
|
14,145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other gain
|
|
(929
|
)
|
|
(85
|
)
|
|
(502
|
)
|
|
75
|
|
|
(2,000
|
)
|
|||
|
|
823,170
|
|
|
55
|
|
|
529,699
|
|
|
14
|
|
|
465,439
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
2,368
|
|
|
73
|
|
|
1,369
|
|
|
(52
|
)
|
|
2,856
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations before income taxes
|
|
(650,234
|
)
|
|
(77
|
)
|
|
(368,088
|
)
|
|
(2,048
|
)
|
|
(17,134
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current income tax expense
|
|
(20,122
|
)
|
|
31
|
|
|
(15,383
|
)
|
|
(83
|
)
|
|
(92,865
|
)
|
|||
Deferred income tax recovery (expense)
|
|
204,791
|
|
|
(77
|
)
|
|
115,442
|
|
|
(436
|
)
|
|
(34,350
|
)
|
|||
|
|
184,669
|
|
|
85
|
|
|
100,059
|
|
|
(179
|
)
|
|
(127,215
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
(465,565
|
)
|
|
(74
|
)
|
|
(268,029
|
)
|
|
(86
|
)
|
|
(144,349
|
)
|
|||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
(26,990
|
)
|
|||
Net loss
|
|
$
|
(465,565
|
)
|
|
(74
|
)
|
|
$
|
(268,029
|
)
|
|
(56
|
)
|
|
$
|
(171,339
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Sales Volumes
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil and NGL's, bbl
|
|
8,667,528
|
|
|
31
|
|
|
6,611,680
|
|
|
(1
|
)
|
|
6,706,083
|
|
|||
Natural gas, Mcf
|
|
594,730
|
|
|
87
|
|
|
318,379
|
|
|
(3
|
)
|
|
329,312
|
|
|||
Total sales volumes, BOE
|
|
8,766,650
|
|
|
32
|
|
|
6,664,743
|
|
|
(1
|
)
|
|
6,760,968
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total sales volumes, BOEPD
|
|
23,954
|
|
|
31
|
|
|
18,260
|
|
|
(1
|
)
|
|
18,523
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average Prices
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil and NGL's per bbl
|
|
$
|
33.22
|
|
|
(20
|
)
|
|
$
|
41.56
|
|
|
(50
|
)
|
|
$
|
83.22
|
|
Natural gas per Mcf
|
|
$
|
2.22
|
|
|
(42
|
)
|
|
$
|
3.80
|
|
|
(16
|
)
|
|
$
|
4.52
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Brent Price per bbl
|
|
$
|
44.33
|
|
|
(15
|
)
|
|
$
|
52.35
|
|
|
(47
|
)
|
|
$
|
99.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consolidated Results of Operations per BOE Sales Volumes
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Oil and natural gas sales
|
|
$
|
33.00
|
|
|
(20
|
)
|
|
$
|
41.41
|
|
|
(50
|
)
|
|
$
|
82.74
|
|
Operating expenses
|
|
9.92
|
|
|
(13
|
)
|
|
11.34
|
|
|
(15
|
)
|
|
13.28
|
|
|||
Transportation expenses
|
|
3.62
|
|
|
(40
|
)
|
|
6.03
|
|
|
68
|
|
|
3.58
|
|
|||
Operating netback
(1)
|
|
19.46
|
|
|
(19
|
)
|
|
24.04
|
|
|
(64
|
)
|
|
65.88
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
DD&A expenses
|
|
15.92
|
|
|
(40
|
)
|
|
26.47
|
|
|
(4
|
)
|
|
27.49
|
|
|||
Asset impairment
|
|
70.34
|
|
|
45
|
|
|
48.60
|
|
|
—
|
|
|
39.21
|
|
|||
G&A expenses, including stock-based compensation
|
|
3.79
|
|
|
(22
|
)
|
|
4.85
|
|
|
(36
|
)
|
|
7.58
|
|
|||
Transaction expenses
|
|
0.84
|
|
|
—
|
|
|
0.00
|
|
|
—
|
|
|
0.00
|
|
|||
Severance expenses
|
|
0.15
|
|
|
(89
|
)
|
|
1.35
|
|
|
—
|
|
|
—
|
|
|||
Equity tax
|
|
0.35
|
|
|
(39
|
)
|
|
0.57
|
|
|
—
|
|
|
—
|
|
|||
Foreign exchange gain
|
|
(0.17)
|
|
|
93
|
|
|
(2.59)
|
|
|
56
|
|
|
(5.85)
|
|
|||
Financial instruments loss
|
|
1.17
|
|
|
290
|
|
|
0.30
|
|
|
(57
|
)
|
|
0.70
|
|
|||
Interest expense
|
|
1.61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other gain
|
|
(0.11
|
)
|
|
(38
|
)
|
|
(0.08
|
)
|
|
73
|
|
|
(0.30
|
)
|
|||
|
|
93.89
|
|
|
(18
|
)
|
|
79.47
|
|
|
(15
|
)
|
|
68.83
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
0.27
|
|
|
29
|
|
|
0.21
|
|
|
(50
|
)
|
|
0.42
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations before income taxes
|
|
(74.16
|
)
|
|
(34
|
)
|
|
(55.22
|
)
|
|
2,083
|
|
|
(2.53
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current income tax expense
|
|
(2.30)
|
|
|
—
|
|
|
(2.31)
|
|
|
(83
|
)
|
|
(13.74)
|
|
|||
Deferred income tax recovery (expense)
|
|
23.36
|
|
|
(35
|
)
|
|
17.32
|
|
|
(441
|
)
|
|
(5.08)
|
|
|||
|
|
21.06
|
|
|
40
|
|
|
15.01
|
|
|
180
|
|
|
(18.82)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
$
|
(53.10
|
)
|
|
(32
|
)
|
|
$
|
(40.21
|
)
|
|
(88
|
)
|
|
$
|
(21.35
|
)
|
|
|
Year Ended December 31,
|
|||||
Average Daily Volumes (BOEPD) - Colombia
|
|
2016
|
2015
|
2014
|
|||
Working Interest Production Before Royalties
|
|
26,216
|
|
22,794
|
|
24,128
|
|
Royalties
|
|
(3,746
|
)
|
(3,822
|
)
|
(5,749
|
)
|
Production NAR
|
|
22,470
|
|
18,972
|
|
18,379
|
|
Decrease (Increase) in Inventory
|
|
771
|
|
(1,231
|
)
|
(760
|
)
|
Sales
|
|
23,241
|
|
17,741
|
|
17,619
|
|
|
|
|
|
|
|||
Royalties, % of Working Interest Production Before Royalties
|
|
14
|
%
|
17
|
%
|
24
|
%
|
|
|
|
|
|
|||
|
|
Year Ended December 31,
|
|||||
Average Daily Volumes (BOEPD) - Brazil
|
|
2016
|
2015
|
2014
|
|||
Working Interest Production Before Royalties
|
|
846
|
|
607
|
|
1,054
|
|
Royalties
|
|
(129
|
)
|
(90
|
)
|
(150
|
)
|
Production NAR
|
|
717
|
|
517
|
|
904
|
|
(Increase) Decrease in Inventory
|
|
(4
|
)
|
2
|
|
—
|
|
Sales
|
|
713
|
|
519
|
|
904
|
|
|
|
|
|
|
|||
Royalties, % of Working Interest Production Before Royalties
|
|
15
|
%
|
15
|
%
|
14
|
%
|
|
|
|
|
|
|||
|
|
Year Ended December 31,
|
|||||
Average Daily Volumes (BOEPD) - Total
|
|
2016
|
2015
|
2014
|
|||
Working Interest Production Before Royalties
|
|
27,062
|
|
23,401
|
|
25,182
|
|
Royalties
|
|
(3,875
|
)
|
(3,912
|
)
|
(5,899
|
)
|
Production NAR
|
|
23,187
|
|
19,489
|
|
19,283
|
|
Decrease (Increase) in Inventory
|
|
767
|
|
(1,229
|
)
|
(760
|
)
|
Sales
|
|
23,954
|
|
18,260
|
|
18,523
|
|
|
|
|
|
|
|||
Royalties, % of Working Interest Production Before Royalties
|
|
14
|
%
|
17
|
%
|
23
|
%
|
Colombia
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
|
2016
|
2015
|
2014
|
||||||
Oil and Gas Sales
|
|
$
|
280,872
|
|
$
|
269,035
|
|
$
|
532,196
|
|
Transportation Expenses
|
|
(31,347
|
)
|
(40,083
|
)
|
(23,704
|
)
|
|||
|
|
249,525
|
|
228,952
|
|
508,492
|
|
|||
Operating Expenses
|
|
(84,794
|
)
|
(69,323
|
)
|
(83,397
|
)
|
|||
Operating Netback
(1)
|
|
$
|
164,731
|
|
$
|
159,629
|
|
$
|
425,095
|
|
|
|
|
|
|
||||||
(U.S. Dollars per BOE)
|
|
|
|
|
||||||
Oil and Gas Sales
|
|
$
|
33.02
|
|
$
|
41.55
|
|
$
|
82.76
|
|
Transportation Expenses
|
|
(3.69
|
)
|
(6.19
|
)
|
(3.69
|
)
|
|||
|
|
29.33
|
|
35.36
|
|
79.07
|
|
|||
Operating Expenses
|
|
(9.97
|
)
|
(10.71
|
)
|
(12.97
|
)
|
|||
Operating Netback
(1)
|
|
$
|
19.36
|
|
$
|
24.65
|
|
$
|
66.10
|
|
|
|
|
|
|
||||||
Brazil
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
|
2016
|
2015
|
2014
|
||||||
Oil and Gas Sales
|
|
$
|
8,397
|
|
$
|
6,976
|
|
$
|
27,202
|
|
Transportation Expenses
|
|
(429
|
)
|
(121
|
)
|
(492
|
)
|
|||
|
|
7,968
|
|
6,855
|
|
26,710
|
|
|||
Operating Expenses
|
|
(2,131
|
)
|
(6,242
|
)
|
(6,356
|
)
|
|||
Operating Netback
(1)
|
|
$
|
5,837
|
|
$
|
613
|
|
$
|
20,354
|
|
|
|
|
|
|
||||||
(U.S. Dollars per BOE)
|
|
|
|
|
||||||
Oil and Gas Sales
|
|
$
|
32.22
|
|
$
|
36.84
|
|
$
|
82.42
|
|
Transportation Expenses
|
|
(1.65
|
)
|
(0.64
|
)
|
(1.49
|
)
|
|||
|
|
30.57
|
|
36.20
|
|
80.93
|
|
|||
Operating Expenses
|
|
(8.18
|
)
|
(32.97
|
)
|
(19.26
|
)
|
|||
Operating Netback
(1)
|
|
$
|
22.39
|
|
$
|
3.23
|
|
$
|
61.67
|
|
|
|
|
|
|
||||||
Total
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
|
2016
|
2015
|
2014
|
||||||
Oil and Gas Sales
|
|
$
|
289,269
|
|
$
|
276,011
|
|
$
|
559,398
|
|
Transportation Expenses
|
|
(31,776
|
)
|
(40,204
|
)
|
(24,196
|
)
|
|||
|
|
257,493
|
|
235,807
|
|
535,202
|
|
|||
Operating Expenses
|
|
(86,925
|
)
|
(75,565
|
)
|
(89,753
|
)
|
|||
Operating Netback
(1)
|
|
$
|
170,568
|
|
$
|
160,242
|
|
$
|
445,449
|
|
|
|
|
|
|
||||||
(U.S. Dollars per BOE)
|
|
|
|
|
||||||
Oil and Gas Sales
|
|
$
|
33.00
|
|
$
|
41.41
|
|
$
|
82.74
|
|
Transportation Expenses
|
|
(3.62
|
)
|
(6.03
|
)
|
(3.58
|
)
|
|||
|
|
29.38
|
|
35.38
|
|
79.16
|
|
|||
Operating Expenses
|
|
(9.92
|
)
|
(11.34
|
)
|
(13.28
|
)
|
|||
Operating Netback
(1)
|
|
$
|
19.46
|
|
$
|
24.04
|
|
$
|
65.88
|
|
|
|
|
|
|
U.S. Dollars Per BOE
|
|
|
|
|
||||||
Brent
|
|
$
|
44.33
|
|
$
|
52.35
|
|
$
|
99.02
|
|
WTI
|
|
$
|
43.15
|
|
$
|
48.78
|
|
$
|
93.00
|
|
|
|
Year Ended December 31,
|
||||||||
|
|
2016
|
2015
|
2014
|
||||||
Oil and natural gas sales for the comparative period
|
|
$
|
276,011
|
|
$
|
559,398
|
|
$
|
646,955
|
|
Realized sales price decrease effect
|
|
(73,782
|
)
|
(275,425
|
)
|
(63,495
|
)
|
|||
Sales volume increase (decrease) effect
|
|
87,040
|
|
(7,962
|
)
|
(24,062
|
)
|
|||
Oil and natural gas sales for the current period
|
|
$
|
289,269
|
|
$
|
276,011
|
|
$
|
559,398
|
|
|
|
Year Ended December 31,
|
|||||
|
|
2016
|
2015
|
2014
|
|||
Volume sold transported through pipelines
|
|
44
|
%
|
54
|
%
|
53
|
%
|
Volume sold at wellhead, trucking
|
|
43
|
%
|
30
|
%
|
41
|
%
|
Volume sold not at wellhead, trucking
|
|
13
|
%
|
16
|
%
|
6
|
%
|
|
|
100
|
%
|
100
|
%
|
100
|
%
|
|
Year Ended December 31, 2016
|
|
Year Ended December 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
|
$
|
132,569
|
|
$
|
15.59
|
|
|
$
|
167,701
|
|
$
|
25.90
|
|
Brazil
|
3,819
|
|
14.65
|
|
|
6,183
|
|
32.66
|
|
||||
Peru
|
544
|
|
—
|
|
|
789
|
|
—
|
|
||||
Corporate
|
2,603
|
|
—
|
|
|
1,713
|
|
—
|
|
||||
|
$
|
139,535
|
|
$
|
15.92
|
|
|
$
|
176,386
|
|
$
|
26.47
|
|
|
|
|
|
|
|
||||||||
|
Year Ended December 31, 2014
|
|
|
||||||||||
|
DD&A expenses, thousands of U.S. Dollars
|
DD&A expenses, U.S. Dollars Per BOE
|
|
|
|
||||||||
Colombia
|
$
|
174,063
|
|
$
|
27.07
|
|
|
|
|
|
|||
Brazil
|
9,932
|
|
30.09
|
|
|
|
|
|
|||||
Peru
|
690
|
|
—
|
|
|
|
|
||||||
Corporate
|
1,192
|
|
—
|
|
|
|
|
||||||
|
$
|
185,877
|
|
$
|
27.49
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
|
2016
|
2015
|
2014
|
||||||
Impairment of oil and gas properties
|
|
|
|
|
||||||
Colombia
|
|
$
|
513,650
|
|
$
|
232,436
|
|
$
|
—
|
|
Brazil
|
|
71,143
|
|
46,933
|
|
—
|
|
|||
Peru
|
|
31,192
|
|
41,916
|
|
265,126
|
|
|||
|
|
615,985
|
|
321,285
|
|
265,126
|
|
|||
Impairment of inventory
|
|
664
|
|
2,633
|
|
—
|
|
|||
|
|
$
|
616,649
|
|
$
|
323,918
|
|
$
|
265,126
|
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
2016
|
2015
|
2014
|
||||||
G&A Expenses
|
$
|
33,218
|
|
$
|
32,353
|
|
$
|
51,249
|
|
|
|
|
|
||||||
U.S. Dollars Per BOE
|
|
|
|
||||||
G&A Expenses, Including Stock-Based Compensation
|
$
|
3.79
|
|
$
|
4.85
|
|
$
|
7.58
|
|
|
Year Ended December 31,
|
||
|
2016
|
2015
|
2014
|
Change in the Colombian peso against the U.S. dollar
|
strengthened by
|
weakened by
|
weakened by
|
5%
|
32%
|
24%
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
2016
|
2015
|
2014
|
||||||
Trading securities loss
|
$
|
3,925
|
|
$
|
1,335
|
|
$
|
6,326
|
|
Commodity price derivative loss
|
7,370
|
|
—
|
|
—
|
|
|||
Foreign currency derivatives (gain) loss
|
(1,016
|
)
|
692
|
|
(1,604
|
)
|
|||
|
$
|
10,279
|
|
$
|
2,027
|
|
$
|
4,722
|
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
2016
|
2015
|
2014
|
||||||
Loss from continuing operations before income tax
|
$
|
(650,234
|
)
|
$
|
(368,088
|
)
|
$
|
(17,134
|
)
|
|
|
|
|
||||||
Current income tax expense
|
$
|
(20,122
|
)
|
$
|
(15,383
|
)
|
$
|
(92,865
|
)
|
Deferred income tax recovery (expense)
|
204,791
|
|
115,442
|
|
(34,350
|
)
|
|||
Total income tax recovery (expense)
|
$
|
184,669
|
|
$
|
100,059
|
|
$
|
(127,215
|
)
|
|
|
|
|
||||||
Effective tax rate
|
28
|
%
|
27
|
%
|
(742
|
)%
|
|||
|
|
|
|
||||||
Deferred income tax recovery related to Colombia ceiling test impairment
|
$
|
201,300
|
|
$
|
91,700
|
|
$
|
—
|
|
(Thousands of U.S. Dollars)
|
|
Fourth quarter 2016 compared with third quarter 2016
|
% change
|
Fourth quarter 2016 compared with fourth quarter 2015
|
% change
|
Year ended December 31, 2016 compared with year ended December 31, 2015
|
% change
|
|||||||||
Funds flow from operations for the comparative period
|
|
$
|
23,527
|
|
|
$
|
16,855
|
|
|
$
|
107,570
|
|
|
|||
Increase (decrease) due to:
|
|
|
|
|
|
|
|
|||||||||
Sales volumes
|
|
15,928
|
|
|
30,365
|
|
|
87,040
|
|
|
||||||
Prices
|
|
7,147
|
|
|
6,472
|
|
|
(73,782
|
)
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|||||||||
Operating
|
|
1,166
|
|
|
(10,220
|
)
|
|
(11,360
|
)
|
|
||||||
Transportation
|
|
(1,685
|
)
|
|
4,741
|
|
|
8,428
|
|
|
||||||
Cash G&A and RSU settlements, excluding stock-based compensation expense
|
|
(5,912
|
)
|
|
(4,349
|
)
|
|
2,899
|
|
|
||||||
Transaction
|
|
6,088
|
|
|
—
|
|
|
(7,325
|
)
|
|
||||||
Severance
|
|
(20
|
)
|
|
2,143
|
|
|
7,671
|
|
|
||||||
Interest, net of amortization of debt issuance costs
|
|
(487
|
)
|
|
(3,425
|
)
|
|
(8,454
|
)
|
|
||||||
Realized foreign exchange gains
|
|
(4,230
|
)
|
|
(1,800
|
)
|
|
(8,822
|
)
|
|
||||||
Settlement of financial instruments
|
|
(438
|
)
|
|
—
|
|
|
4,187
|
|
|
||||||
Current taxes
|
|
(4,563
|
)
|
|
(4,691
|
)
|
|
(4,739
|
)
|
|
||||||
Other
|
|
(335
|
)
|
|
95
|
|
|
1,671
|
|
|
||||||
Net change in funds flow from comparative period
|
|
12,659
|
|
54
|
%
|
19,331
|
|
115
|
%
|
(2,586
|
)
|
(2
|
)%
|
|||
Funds flow from operations for the current period
|
|
$
|
36,186
|
|
|
$
|
36,186
|
|
|
$
|
104,984
|
|
|
|
Number of Wells
(Gross) |
Number of Wells
(Net) |
2017 Capital Budget
($ million) |
|||
Colombia
|
|
|
|
|||
Development
|
15-19
|
|
13-14
|
|
100-140
|
|
Exploration
|
8-11
|
|
7-9
|
|
85-95
|
|
Total Colombia
|
23-30
|
|
20-23
|
|
185-235
|
|
Brazil
|
—
|
|
—
|
|
8
|
|
Peru
|
—
|
|
—
|
|
6
|
|
Corporate
|
—
|
|
—
|
|
1
|
|
Total company
|
23-30
|
|
20-23
|
|
200-250
|
|
(Thousands of U.S. Dollars)
|
|
|
||
Colombia
|
|
$
|
105,963
|
|
Brazil
|
|
15,146
|
|
|
Peru
|
|
5,059
|
|
|
Corporate
|
|
1,621
|
|
|
|
|
$
|
127,789
|
|
•
|
On the Chaza Block (100% working interest ("WI"), operated), we drilled and completed the Guriyaco-1 exploration well, which was completed as an oil producer. We completed the Costayaco-24 development well and drilled and completed the Costayaco-23i, Costayaco-27i, Moqueta-20, Moqueta 22, and Moqueta-23 development wells in the Costayaco and Moqueta Fields. All four wells were completed as oil producers. We performed recompletions on Costayaco-9 and Costayaco-19 in the A-Limestone formation, a new producing zone for the field. We also completed a dual completion on the Moqueta-19i water injector well.
|
•
|
On the Midas Block (100% WI, operated), we drilled and completed the Acordionero-5 and Acordionero-7 development wells as oil producers and commenced drilling the Acordionero-8i development well.
|
•
|
On the Putumayo-7 Block (100% WI, operated), we drilled and completed the Cumplidor-1 exploration well, which was completed as an oil producer, and commenced drilling of the Alpha-1 exploration well.
|
•
|
On the Putumayo-4 Block (100% WI, operated), we continued activities related to environmental permitting for the Siriri-1 exploration well.
|
•
|
On the El Porton Block (100% WI, operated), we continued activities related to environmental permitting and lease construction for the Prosperidad exploration well.
|
•
|
On the Suroriente Block (15.8% WI, non-operated), we commenced a well workover campaign at the Cohembi and Quinde oil fields.
|
•
|
We completed the acquisition of 2-D seismic on Sinu-1 (60% WI, operated) and Sinu-3 (51% WI, operated) Blocks.
|
•
|
We also continued facilities work at the Moqueta Field on the Chaza Block.
|
|
As at December 31,
|
||||||||||||||||
(Thousands of U.S. Dollars)
|
2016
|
|
% Change
|
|
2015
|
|
% Change
|
|
2014
|
||||||||
Cash and Cash Equivalents
|
$
|
25,175
|
|
|
(83
|
)
|
|
$
|
145,342
|
|
|
(56
|
)
|
|
$
|
331,848
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current Restricted Cash
|
$
|
8,322
|
|
|
—
|
|
|
$
|
92
|
|
|
(95
|
)
|
|
$
|
1,836
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Working Capital (Deficiency) Surplus, Including Cash and Cash Equivalents
|
$
|
(23,344
|
)
|
|
(115
|
)
|
|
$
|
160,449
|
|
|
(33
|
)
|
|
$
|
239,312
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revolving Credit Facility
|
$
|
90,000
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Convertible Senior Notes
|
$
|
115,000
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Period and type of instrument
|
Volume,
bopd |
Reference
|
Sold Put
($/bbl) |
Purchased Put
($/bbl) |
Sold Call
($/bbl) |
Premiums received/(paid)
($/bbl) |
|||||||||
Collar: June 1, 2016 to May 31, 2017
|
10,000
|
|
ICE Brent
|
$
|
35
|
|
$
|
45
|
|
$
|
65
|
|
$
|
(1.25
|
)
|
Collar: June 1, 2017 to December 31, 2017
|
10,000
|
|
ICE Brent
|
$
|
35
|
|
$
|
45
|
|
$
|
65
|
|
$
|
0.475
|
|
Collar: October 1, 2016 to December 31, 2017
|
5,000
|
|
ICE Brent
|
$
|
35
|
|
$
|
45
|
|
$
|
65
|
|
$
|
—
|
|
Period and type of instrument
|
Amount hedged
(Millions COP) |
Reference
|
Purchased Call
(COP) |
Sold Put
(1)
(COP) |
Sold Put
(1)
(COP) |
||||
Collar: January 1, 2017 to March 31, 2017
|
31,597.6
|
|
COP
|
3,100
|
|
3,300
|
|
3,345
|
|
Collar: April 1, 2017 to May 31, 2017
|
22,697.2
|
|
COP
|
3,100
|
|
3,310
|
|
3,370
|
|
|
54,294.8
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Sources of cash and cash equivalents:
|
|
|
|
||||||
Funds flow from continuing operations
|
$
|
104,984
|
|
$
|
107,570
|
|
$
|
317,184
|
|
Proceeds from issuance of Common Stock, net of issuance costs
|
128,273
|
|
722
|
|
11,140
|
|
|||
Proceeds from issuance of subscription receipts, net of issuance costs
|
165,805
|
|
—
|
|
—
|
|
|||
Proceeds from issuance of Notes, net of issuance costs
|
109,090
|
|
—
|
|
—
|
|
|||
Proceeds from other debt, net of issuance costs
|
256,065
|
|
—
|
|
—
|
|
|||
Proceeds from oil and gas properties
|
6,000
|
|
—
|
|
—
|
|
|||
Changes in non-cash investing working capital
|
21,116
|
|
—
|
|
44,499
|
|
|||
Proceeds from sale of marketable securities
|
2,325
|
|
—
|
|
—
|
|
|||
Decrease in restricted cash
|
—
|
|
465
|
|
—
|
|
|||
Foreign exchange gain on cash and cash equivalents
|
354
|
|
—
|
|
—
|
|
|||
Net cash provided by discontinued operations
|
—
|
|
—
|
|
25,579
|
|
|||
|
794,012
|
|
108,757
|
|
398,402
|
|
|||
|
|
|
|
||||||
Uses of cash and cash equivalents:
|
|
|
|
||||||
Acquisitions of PetroLatina and PetroAmerica, net of cash acquired
|
(502,643
|
)
|
—
|
|
—
|
|
|||
Additions to property, plant and equipment - acquisition of PGC
|
(19,388
|
)
|
—
|
|
—
|
|
|||
Additions to property, plant and equipment, excluding PGC acquisition
|
(127,789
|
)
|
(156,639
|
)
|
(391,526
|
)
|
|||
Repayment of debt
|
(252,181
|
)
|
—
|
|
—
|
|
|||
Changes in non-cash investing working capital
|
—
|
|
(76,844
|
)
|
—
|
|
|||
Changes in non-cash operating working capital
|
(11,337
|
)
|
(39,048
|
)
|
(95,436
|
)
|
|||
Cash settlement of asset retirement obligation
|
(605
|
)
|
(6,217
|
)
|
(796
|
)
|
|||
Repurchase of shares of Common Stock
|
—
|
|
(9,999
|
)
|
—
|
|
|||
Foreign exchange loss on cash and cash equivalents
|
—
|
|
(6,516
|
)
|
(7,500
|
)
|
|||
Increase in restricted cash
|
(236
|
)
|
—
|
|
(96
|
)
|
|||
|
(914,179
|
)
|
(295,263
|
)
|
(495,354
|
)
|
|||
Net decrease in cash and cash equivalents
|
$
|
(120,167
|
)
|
$
|
(186,506
|
)
|
$
|
(96,952
|
)
|
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
2021 and beyond
|
||||||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolving credit facility
|
$
|
90,000
|
|
|
$
|
—
|
|
|
$
|
90,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
5% Convertible Senior Notes due 2021
|
115,000
|
|
|
—
|
|
|
—
|
|
|
115,000
|
|
|
—
|
|
|||||
Total long-term debt
|
205,000
|
|
|
—
|
|
|
90,000
|
|
|
115,000
|
|
|
—
|
|
|||||
Interest payments
(1)
|
28,989
|
|
|
8,414
|
|
|
13,387
|
|
|
7,188
|
|
|
—
|
|
|||||
Oil transportation services
|
13,958
|
|
|
3,639
|
|
|
7,278
|
|
|
3,041
|
|
|
—
|
|
|||||
Drilling, completions and seismic
|
4,159
|
|
|
2,172
|
|
|
1,987
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
4,111
|
|
|
1,971
|
|
|
1,671
|
|
|
469
|
|
|
—
|
|
|||||
Software and telecommunication
|
35
|
|
|
24
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
256,252
|
|
|
$
|
16,220
|
|
|
$
|
114,334
|
|
|
$
|
125,698
|
|
|
$
|
—
|
|
Period and type of instrument
|
Volume,
bopd |
Reference
|
Sold Put
($/bbl) |
Purchased Put
($/bbl) |
Sold Call
($/bbl) |
Premiums received/(paid)
($/bbl) |
|||||||||
Collar: June 1, 2016 to May 31, 2017
|
10,000
|
|
ICE Brent
|
$
|
35
|
|
$
|
45
|
|
$
|
65
|
|
$
|
(1.25
|
)
|
Collar: June 1, 2017 to December 31, 2017
|
10,000
|
|
ICE Brent
|
$
|
35
|
|
$
|
45
|
|
$
|
65
|
|
$
|
0.475
|
|
Collar: October 1, 2016 to December 31, 2017
|
5,000
|
|
ICE Brent
|
$
|
35
|
|
$
|
45
|
|
$
|
65
|
|
$
|
—
|
|
Period and type of instrument
|
Amount hedged
(Millions COP) |
Reference
|
Purchased Call
(COP) |
Sold Put
(1)
(COP) |
Sold Put
(1)
(COP) |
||||
Collar: January 1, 2017 to March 31, 2017
|
31,597.6
|
|
COP
|
3,100
|
|
3,300
|
|
3,345
|
|
Collar: April 1, 2017 to May 31, 2017
|
22,697.2
|
|
COP
|
3,100
|
|
3,310
|
|
3,370
|
|
|
54,294.8
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
OIL AND NATURAL GAS SALES (NOTE 5)
|
|
$
|
289,269
|
|
|
$
|
276,011
|
|
|
$
|
559,398
|
|
|
|
|
|
|
|
|
||||||
EXPENSES
|
|
|
|
|
|
|
||||||
Operating
|
|
86,925
|
|
|
75,565
|
|
|
89,753
|
|
|||
Transportation
|
|
31,776
|
|
|
40,204
|
|
|
24,196
|
|
|||
Depletion, depreciation and accretion (Note 5)
|
|
139,535
|
|
|
176,386
|
|
|
185,877
|
|
|||
Asset impairment (Notes 5 and 7)
|
|
616,649
|
|
|
323,918
|
|
|
265,126
|
|
|||
General and administrative (Note 5)
|
|
33,218
|
|
|
32,353
|
|
|
51,249
|
|
|||
Transaction (Note 3)
|
|
7,325
|
|
|
—
|
|
|
—
|
|
|||
Severance (Note 15)
|
|
1,319
|
|
|
8,990
|
|
|
—
|
|
|||
Equity tax (Note 11)
|
|
3,098
|
|
|
3,769
|
|
|
—
|
|
|||
Foreign exchange gain
|
|
(1,469
|
)
|
|
(17,242
|
)
|
|
(39,535
|
)
|
|||
Financial instruments loss (Note 14)
|
|
10,279
|
|
|
2,027
|
|
|
4,722
|
|
|||
Other gain (Note 3)
|
|
(929
|
)
|
|
(502
|
)
|
|
(2,000
|
)
|
|||
Interest expense (Notes 5 and 8)
|
|
14,145
|
|
|
—
|
|
|
—
|
|
|||
|
|
941,871
|
|
|
645,468
|
|
|
579,388
|
|
|||
|
|
|
|
|
|
|
||||||
INTEREST INCOME (NOTE 5)
|
|
2,368
|
|
|
1,369
|
|
|
2,856
|
|
|||
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (NOTE 5)
|
|
(650,234
|
)
|
|
(368,088
|
)
|
|
(17,134
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME TAX (EXPENSE) RECOVERY
|
|
|
|
|
|
|
||||||
Current (Note 11)
|
|
(20,122
|
)
|
|
(15,383
|
)
|
|
(92,865
|
)
|
|||
Deferred (Note 11)
|
|
204,791
|
|
|
115,442
|
|
|
(34,350
|
)
|
|||
|
|
184,669
|
|
|
100,059
|
|
|
(127,215
|
)
|
|||
LOSS FROM CONTINUING OPERATIONS
|
|
(465,565
|
)
|
|
(268,029
|
)
|
|
(144,349
|
)
|
|||
Loss from discontinued operations, net of income taxes (Note 4)
|
|
—
|
|
|
—
|
|
|
(26,990
|
)
|
|||
NET LOSS AND COMPREHENSIVE LOSS
|
|
$
|
(465,565
|
)
|
|
$
|
(268,029
|
)
|
|
$
|
(171,339
|
)
|
|
|
|
|
|
|
|
||||||
NET LOSS PER SHARE - BASIC AND DILUTED
|
|
|
|
|
|
|
||||||
BASIC AND DILUTED
|
|
|
|
|
|
|
||||||
LOSS FROM CONTINUING OPERATIONS
|
|
$
|
(1.45
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
(0.51
|
)
|
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES
|
|
—
|
|
|
—
|
|
|
(0.09
|
)
|
|||
NET LOSS
|
|
$
|
(1.45
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
(0.60
|
)
|
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED (Note 9)
|
|
320,851,538
|
|
|
285,333,869
|
|
|
284,715,785
|
|
|
As at December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
25,175
|
|
|
$
|
145,342
|
|
Restricted cash and cash equivalents (Notes 3, 7 and 10)
|
8,322
|
|
|
92
|
|
||
Accounts receivable (Note 6)
|
45,698
|
|
|
29,217
|
|
||
Marketable securities (Note 14)
|
—
|
|
|
6,250
|
|
||
Derivatives (Note 14)
|
578
|
|
|
—
|
|
||
Inventory (Note 6)
|
7,766
|
|
|
19,056
|
|
||
Taxes receivable
|
26,393
|
|
|
28,635
|
|
||
Prepaid taxes (Note 11)
|
12,271
|
|
|
—
|
|
||
Other prepaids
|
5,482
|
|
|
5,848
|
|
||
Total Current Assets
|
131,685
|
|
|
234,440
|
|
||
|
|
|
|
||||
Oil and Gas Properties (using the full cost method of accounting)
|
|
|
|
|
|
||
Proved
|
412,319
|
|
|
469,589
|
|
||
Unproved
|
647,774
|
|
|
310,771
|
|
||
Total Oil and Gas Properties
|
1,060,093
|
|
|
780,360
|
|
||
Other capital assets
|
6,516
|
|
|
8,633
|
|
||
Total Property, Plant and Equipment (Notes 5 and 7)
|
1,066,609
|
|
|
788,993
|
|
||
|
|
|
|
||||
Other Long-Term Assets
|
|
|
|
|
|
||
Deferred tax assets (Note 11)
|
1,611
|
|
|
3,241
|
|
||
Prepaid taxes (Note 11)
|
41,784
|
|
|
—
|
|
||
Other long-term assets
|
23,626
|
|
|
16,863
|
|
||
Goodwill (Note 5)
|
102,581
|
|
|
102,581
|
|
||
Total Other Long-Term Assets
|
169,602
|
|
|
122,685
|
|
||
Total Assets (Note 5)
|
$
|
1,367,896
|
|
|
$
|
1,146,118
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities (Note 12)
|
$
|
107,051
|
|
|
$
|
70,778
|
|
Derivatives (Note 14)
|
3,824
|
|
|
—
|
|
||
Taxes payable (Note 11)
|
38,939
|
|
|
1,067
|
|
||
Asset retirement obligation (Note 10)
|
5,215
|
|
|
2,146
|
|
||
Total Current Liabilities
|
155,029
|
|
|
73,991
|
|
||
|
|
|
|
||||
Long-Term Liabilities
|
|
|
|
|
|
||
Long-term debt (Notes 8 and 14)
|
197,083
|
|
|
—
|
|
||
Deferred tax liabilities (Note 11)
|
107,230
|
|
|
34,592
|
|
||
Asset retirement obligation (Note 10)
|
38,142
|
|
|
31,078
|
|
||
Other long-term liabilities
|
11,425
|
|
|
4,815
|
|
||
Total Long-Term Liabilities
|
353,880
|
|
|
70,485
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Note 13)
|
|
|
|
|
|
||
Subsequent Events (Note 17)
|
|
|
|
||||
Shareholders’ Equity
|
|
|
|
|
|
||
Common Stock (Note 9) (390,807,194 and 273,442,799 shares of Common Stock and 8,199,894 and 8,572,066 exchangeable shares, par value $0.001 per share, issued and outstanding as at December 31, 2016 and December 31, 2015, respectively)
|
10,303
|
|
|
10,186
|
|
||
Additional paid in capital
|
1,342,656
|
|
|
1,019,863
|
|
||
Deficit
|
(493,972
|
)
|
|
(28,407
|
)
|
||
Total Shareholders’ Equity
|
858,987
|
|
|
1,001,642
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
1,367,896
|
|
|
$
|
1,146,118
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(465,565
|
)
|
|
$
|
(268,029
|
)
|
|
$
|
(171,339
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|||||
Depletion, depreciation and accretion (Note 5)
|
139,535
|
|
|
176,386
|
|
|
185,877
|
|
|||
Asset impairment (Notes 5 and 7)
|
616,649
|
|
|
323,918
|
|
|
265,126
|
|
|||
Deferred tax (recovery) expense (Note 11)
|
(204,791
|
)
|
|
(115,442
|
)
|
|
34,350
|
|
|||
Stock-based compensation (Note 9)
|
6,339
|
|
|
2,733
|
|
|
6,392
|
|
|||
Amortization of debt issuance costs (Note 8)
|
5,691
|
|
|
—
|
|
|
—
|
|
|||
Cash settlement of restricted share units
|
(1,234
|
)
|
|
(1,392
|
)
|
|
(3,371
|
)
|
|||
Unrealized foreign exchange gain
|
(1,428
|
)
|
|
(8,380
|
)
|
|
(30,941
|
)
|
|||
Financial instruments loss (Note 14)
|
10,279
|
|
|
2,027
|
|
|
4,722
|
|
|||
Cash settlement of financial instruments
|
438
|
|
|
(3,749
|
)
|
|
4,661
|
|
|||
Cash settlement of asset retirement obligation (Note 10)
|
(605
|
)
|
|
(6,217
|
)
|
|
(796
|
)
|
|||
Other gain (Note 3)
|
(929
|
)
|
|
(502
|
)
|
|
(2,000
|
)
|
|||
Equity tax
|
—
|
|
|
—
|
|
|
(3,283
|
)
|
|||
Loss from discontinued operations, net of income taxes (Note 4)
|
—
|
|
|
—
|
|
|
26,990
|
|
|||
Net change in assets and liabilities from operating activities of continuing operations (Note 16)
|
(11,337
|
)
|
|
(39,048
|
)
|
|
(95,436
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
93,042
|
|
|
62,305
|
|
|
220,952
|
|
|||
Net cash used in operating activities of discontinued operations
|
—
|
|
|
—
|
|
|
(4,792
|
)
|
|||
Net cash provided by operating activities
|
93,042
|
|
|
62,305
|
|
|
216,160
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
||||
(Increase) decrease in restricted cash
|
(236
|
)
|
|
465
|
|
|
(96
|
)
|
|||
Additions to property, plant and equipment, excluding corporate acquisition
(Note 5)
|
(127,789
|
)
|
|
(156,639
|
)
|
|
(391,526
|
)
|
|||
Additions to property, plant and equipment - acquisition of PetroGranada (Note 7)
|
(19,388
|
)
|
|
—
|
|
|
—
|
|
|||
Cash paid for business combinations, net of cash acquired (Note 3)
|
(502,643
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of oil and gas properties (Note 7)
|
6,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of marketable securities (Note 14)
|
2,325
|
|
|
—
|
|
|
—
|
|
|||
Changes in non-cash investing working capital
|
21,116
|
|
|
(76,844
|
)
|
|
44,499
|
|
|||
Net cash used in investing activities of continuing operations
|
(620,615
|
)
|
|
(233,018
|
)
|
|
(347,123
|
)
|
|||
Proceeds from sale of Argentina business unit, net of cash sold and transaction costs
|
—
|
|
|
—
|
|
|
42,755
|
|
|||
Net cash used in investing activities of discontinued operations
|
—
|
|
|
—
|
|
|
(12,384
|
)
|
|||
Net cash provided by investing activities of discontinued operations
|
—
|
|
|
—
|
|
|
30,371
|
|
|||
Net cash used in investing activities
|
(620,615
|
)
|
|
(233,018
|
)
|
|
(316,752
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of shares of Common Stock, net of issuance costs (Note 9)
|
128,273
|
|
|
722
|
|
|
11,140
|
|
|||
Proceeds from issuance of subscription receipts, net of issuance costs (Note 9)
|
165,805
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of Convertible Senior Notes, net of issuance costs (Note 8)
|
109,090
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from other debt, net of issuance costs (Note 8)
|
256,065
|
|
|
—
|
|
|
—
|
|
|||
Repayment of debt (Note 8)
|
(252,181
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of shares of Common Stock (Note 9)
|
—
|
|
|
(9,999
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
407,052
|
|
|
(9,277
|
)
|
|
11,140
|
|
|||
|
|
|
|
|
|
||||||
Foreign exchange gain (loss) on cash and cash equivalents
|
354
|
|
|
(6,516
|
)
|
|
(7,500
|
)
|
|||
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Share Capital
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
10,186
|
|
|
$
|
10,190
|
|
|
$
|
10,187
|
|
Issuance of Common Stock (Note 9)
|
117
|
|
|
—
|
|
|
3
|
|
|||
Repurchase of Common Stock (Note 9)
|
—
|
|
|
(4
|
)
|
|
—
|
|
|||
Balance, end of year
|
10,303
|
|
|
10,186
|
|
|
10,190
|
|
|||
|
|
|
|
|
|
||||||
Additional Paid in Capital
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
1,019,863
|
|
|
1,026,873
|
|
|
1,008,760
|
|
|||
Issuance of Common Stock, net of share issuance costs (Note 9)
|
314,425
|
|
|
—
|
|
|
—
|
|
|||
Exercise of stock options (Note 9)
|
5,347
|
|
|
722
|
|
|
11,137
|
|
|||
Stock-based compensation (Note 9)
|
3,021
|
|
|
2,263
|
|
|
6,976
|
|
|||
Repurchase of Common Stock (Note 9)
|
—
|
|
|
(9,995
|
)
|
|
—
|
|
|||
Balance, end of year
|
1,342,656
|
|
|
1,019,863
|
|
|
1,026,873
|
|
|||
|
|
|
|
|
|
||||||
Retained Earnings (Deficit)
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
(28,407
|
)
|
|
239,622
|
|
|
410,961
|
|
|||
Net loss
|
(465,565
|
)
|
|
(268,029
|
)
|
|
(171,339
|
)
|
|||
Balance, end of year
|
(493,972
|
)
|
|
(28,407
|
)
|
|
239,622
|
|
|||
|
|
|
|
|
|
||||||
Total Shareholders’ Equity
|
$
|
858,987
|
|
|
$
|
1,001,642
|
|
|
$
|
1,276,685
|
|
(Thousands of U.S. Dollars)
|
|
||
Consideration Paid:
|
|
||
Cash
|
$
|
70,625
|
|
Issuance of Common Shares, net of share issuance costs
|
25,811
|
|
|
|
$
|
96,436
|
|
|
|
||
Allocation of Consideration Paid:
|
|
||
Oil and gas properties
|
|
||
Proved
(1)
|
$
|
36,082
|
|
Unproved
(1)
|
52,232
|
|
|
Net working capital (including cash acquired of $19.7 million, restricted cash of $2.5 million and accounts receivable of $5.0 million)
|
24,202
|
|
|
Long-term restricted cash
|
8,167
|
|
|
Other long-term assets
|
1,570
|
|
|
Long-term deferred tax liability
(1)
|
(10,553
|
)
|
|
Long-term portion of asset retirement obligation
|
(11,556
|
)
|
|
Other long-term liabilities
|
(2,779
|
)
|
|
Gain on acquisition
(1)
|
(929
|
)
|
|
|
$
|
96,436
|
|
|
Years Ended December 31,
|
|||||
(Unaudited, thousands of U.S. Dollars, except per share amounts)
|
2016
|
2015
|
||||
Oil and gas sales
|
$
|
289,739
|
|
$
|
332,867
|
|
Net loss
|
$
|
(466,506
|
)
|
$
|
(276,852
|
)
|
Net loss per share - basic and diluted
|
$
|
(1.45
|
)
|
$
|
(0.97
|
)
|
|
|
Year Ended December 31,
|
||
(Thousands of U.S. Dollars)
|
|
2014
|
||
Revenue and other income
|
|
$
|
31,985
|
|
|
|
|
||
Loss from operations of discontinued operations before income taxes
|
|
$
|
(6,252
|
)
|
Income tax expense
|
|
(1,458
|
)
|
|
Loss from operations of discontinued operations
|
|
(7,710
|
)
|
|
|
|
|
||
Loss on sale before income taxes
|
|
(18,235
|
)
|
|
Income tax expense
|
|
(1,045
|
)
|
|
Loss on sale
|
|
(19,280
|
)
|
|
Loss from discontinued operations, net of income taxes
|
|
$
|
(26,990
|
)
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Oil and natural gas sales
|
$
|
280,872
|
|
|
$
|
—
|
|
|
$
|
8,397
|
|
|
$
|
—
|
|
|
$
|
289,269
|
|
DD&A expenses
|
132,569
|
|
|
544
|
|
|
3,819
|
|
|
2,603
|
|
|
139,535
|
|
|||||
Asset impairment
|
514,314
|
|
|
31,192
|
|
|
71,143
|
|
|
—
|
|
|
616,649
|
|
|||||
General and administrative expenses
|
17,187
|
|
|
1,643
|
|
|
968
|
|
|
13,420
|
|
|
33,218
|
|
|||||
Interest income
|
1,281
|
|
|
8
|
|
|
274
|
|
|
805
|
|
|
2,368
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
14,145
|
|
|
14,145
|
|
|||||
Loss from continuing operations before income taxes
|
(505,447
|
)
|
|
(33,181
|
)
|
|
(70,591
|
)
|
|
(41,015
|
)
|
|
(650,234
|
)
|
|||||
Segment capital expenditures
(1)
|
105,963
|
|
|
5,059
|
|
|
15,146
|
|
|
1,621
|
|
|
127,789
|
|
|||||
|
Year Ended December 31, 2015
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Oil and natural gas sales
|
$
|
269,035
|
|
|
$
|
—
|
|
|
$
|
6,976
|
|
|
$
|
—
|
|
|
$
|
276,011
|
|
DD&A expenses
|
167,701
|
|
|
789
|
|
|
6,183
|
|
|
1,713
|
|
|
176,386
|
|
|||||
Asset impairment
|
235,069
|
|
|
41,916
|
|
|
46,933
|
|
|
—
|
|
|
323,918
|
|
|||||
General and administrative expenses
|
9,805
|
|
|
3,800
|
|
|
2,708
|
|
|
16,040
|
|
|
32,353
|
|
|||||
Interest income
|
294
|
|
|
2
|
|
|
218
|
|
|
855
|
|
|
1,369
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss from continuing operations before income taxes
|
(238,463
|
)
|
|
(51,675
|
)
|
|
(54,968
|
)
|
|
(22,982
|
)
|
|
(368,088
|
)
|
|||||
Segment capital expenditures
|
85,326
|
|
|
50,203
|
|
|
20,014
|
|
|
1,096
|
|
|
156,639
|
|
|||||
|
Year Ended December 31, 2014
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Oil and natural gas sales
|
$
|
532,196
|
|
|
$
|
—
|
|
|
$
|
27,202
|
|
|
$
|
—
|
|
|
$
|
559,398
|
|
DD&A expenses
|
174,063
|
|
|
690
|
|
|
9,932
|
|
|
1,192
|
|
|
185,877
|
|
|||||
Asset impairment
|
—
|
|
|
265,126
|
|
|
—
|
|
|
|
|
|
265,126
|
|
|||||
General and administrative expenses
|
19,431
|
|
|
6,448
|
|
|
3,698
|
|
|
21,672
|
|
|
51,249
|
|
|||||
Interest income
|
569
|
|
|
1
|
|
|
1,604
|
|
|
682
|
|
|
2,856
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from continuing operations before income taxes
|
279,924
|
|
|
(274,207
|
)
|
|
5,921
|
|
|
(28,772
|
)
|
|
(17,134
|
)
|
|||||
Segment capital expenditures
|
206,520
|
|
|
158,266
|
|
|
23,873
|
|
|
2,867
|
|
|
391,526
|
|
|
As at December 31, 2016
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Property, plant and equipment
|
$
|
939,947
|
|
|
$
|
68,428
|
|
|
$
|
55,196
|
|
|
$
|
3,038
|
|
|
$
|
1,066,609
|
|
Goodwill
|
102,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
102,581
|
|
||||
All other assets
|
177,393
|
|
|
10,848
|
|
|
1,619
|
|
|
8,846
|
|
|
$
|
198,706
|
|
||||
Total Assets
|
$
|
1,219,921
|
|
|
$
|
79,276
|
|
|
$
|
56,815
|
|
|
$
|
11,884
|
|
|
$
|
1,367,896
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
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
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Number of significant customers
|
3
|
|
4
|
|
2
|
|||||||||||||||
Sales to each significant customer as % of oil and gas sales
|
40
|
%
|
34
|
%
|
13
|
%
|
|
43
|
%
|
15
|
%
|
13
|
%
|
12
|
%
|
|
52
|
%
|
32
|
%
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
||||
Trade
|
$
|
39,203
|
|
|
$
|
26,924
|
|
Other
|
6,495
|
|
|
2,293
|
|
||
|
$
|
45,698
|
|
|
$
|
29,217
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
||||
Oil and natural gas properties
|
|
|
|
|
|||
Proved
|
$
|
2,652,171
|
|
|
$
|
1,998,330
|
|
Unproved
|
647,774
|
|
|
310,771
|
|
||
|
3,299,945
|
|
|
2,309,101
|
|
||
Other
|
29,445
|
|
|
28,342
|
|
||
|
3,329,390
|
|
|
2,337,443
|
|
||
Accumulated depletion, depreciation and impairment
|
(2,262,781
|
)
|
|
(1,548,450
|
)
|
||
|
$
|
1,066,609
|
|
|
$
|
788,993
|
|
(Thousands of U.S. Dollars)
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Impairment of oil and gas properties
|
$
|
615,985
|
|
|
$
|
321,285
|
|
|
$
|
265,126
|
|
Impairment of inventory (Note 6)
|
664
|
|
|
2,633
|
|
|
—
|
|
|||
|
$
|
616,649
|
|
|
$
|
323,918
|
|
|
$
|
265,126
|
|
(Thousands of U.S. Dollars)
|
|
||
Cost of asset acquisition:
|
|
||
Cash
|
$
|
37,727
|
|
|
|
||
Allocation of Consideration Paid:
|
|
||
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
|
(8,403
|
)
|
|
|
$
|
37,727
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
||||
Colombia
|
$
|
561,463
|
|
|
$
|
147,500
|
|
Brazil
|
67,866
|
|
|
69,089
|
|
||
Peru
|
18,445
|
|
|
94,182
|
|
||
|
$
|
647,774
|
|
|
$
|
310,771
|
|
|
Costs Incurred in
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
|
2014
|
|
Prior to 2014
|
|
Total
|
||||||||||
Acquisition costs - Colombia
|
$
|
429,626
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,810
|
|
|
$
|
478,436
|
|
Acquisition costs - Peru
|
—
|
|
|
—
|
|
|
—
|
|
|
11,500
|
|
|
11,500
|
|
|||||
Acquisition costs - Brazil
|
—
|
|
|
—
|
|
|
—
|
|
|
5,949
|
|
|
5,949
|
|
|||||
Exploration costs - Colombia
|
10,823
|
|
|
16,840
|
|
|
29,969
|
|
|
25,394
|
|
|
83,026
|
|
|||||
Exploration costs - Peru
|
3,213
|
|
|
7,471
|
|
|
29,424
|
|
|
16,258
|
|
|
56,366
|
|
|||||
Exploration costs - Brazil
|
79
|
|
|
4,714
|
|
|
2,024
|
|
|
5,680
|
|
|
12,497
|
|
|||||
Total oil and natural gas properties not subject to depletion
|
$
|
443,741
|
|
|
$
|
29,025
|
|
|
$
|
61,417
|
|
|
$
|
113,591
|
|
|
$
|
647,774
|
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
|
2016
|
|
2015
|
||||
Convertible senior notes (a)
|
|
$
|
115,000
|
|
|
$
|
—
|
|
Revolving credit facility (b)
|
|
90,000
|
|
|
—
|
|
||
Unamortized debt issuance costs
|
|
(7,917
|
)
|
|
—
|
|
||
Long-term debt
|
|
$
|
197,083
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Contractual interest and other financing expenses
|
$
|
8,454
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of debt issuance costs
|
5,691
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
14,145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
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 upon conversion of subscription receipts (a)
|
57,835,134
|
|
—
|
|
—
|
|
Shares issued upon public offering (b)
|
43,335,000
|
|
—
|
|
—
|
|
Shares issued for acquisition (Note 3)
|
13,656,719
|
|
—
|
|
—
|
|
Options exercised
|
2,165,370
|
|
—
|
|
—
|
|
Exchange of exchangeable shares
|
372,172
|
|
(120,585
|
)
|
(251,587
|
)
|
Balance, December 31, 2016
|
390,807,194
|
|
4,812,592
|
|
3,387,302
|
|
|
PSUs
|
DSUs
|
RSUs
|
|
Stock Options
|
||||||||
|
Number of Outstanding Share Units
|
Number of Outstanding Share Units
|
Number of Outstanding Share Units
|
|
Number of Outstanding Options
|
|
Weighted Average Exercise Price $/Option
|
||||||
Balance, December 31, 2015
|
—
|
|
—
|
|
1,015,457
|
|
|
12,851,557
|
|
|
$
|
4.60
|
|
Granted
|
3,362,717
|
|
208,698
|
|
—
|
|
|
1,744,165
|
|
|
2.69
|
|
|
Exercised
|
—
|
|
—
|
|
(476,972
|
)
|
|
(2,165,370
|
)
|
|
2.47
|
|
|
Forfeited
|
—
|
|
—
|
|
(179,340
|
)
|
|
(386,320
|
)
|
|
(4.71
|
)
|
|
Expired
|
—
|
|
—
|
|
—
|
|
|
(2,804,554
|
)
|
|
(6.49
|
)
|
|
Balance, December 31, 2016
|
3,362,717
|
|
208,698
|
|
359,145
|
|
|
9,239,478
|
|
|
$
|
4.16
|
|
Exercisable, at December 31, 2016
|
|
|
|
|
5,068,834
|
|
|
$
|
5.03
|
|
|||
Vested, or expected to vest, at December 31, 2016, through the life of the options
|
|
|
|
|
9,000,561
|
|
|
$
|
4.19
|
|
|
Year Ended December 31,
|
|||||
|
2016
|
2015
|
2014
|
|||
Dividend yield (per share)
|
Nil
|
|
Nil
|
|
Nil
|
|
Volatility
|
50% to 54%
|
|
46% to 50%
|
|
39% to 42%
|
|
Weighted average volatility
|
52
|
%
|
48
|
%
|
41
|
%
|
Risk-free interest rate
|
0.94% to 1.78%
|
|
1.20% to 1.68%
|
|
0.78% to 1.45%
|
|
Expected term
|
4-5 years
|
|
4-5 years
|
|
4-5 years
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Weighted average number of common and exchangeable shares outstanding
|
|
320,851,538
|
|
|
285,333,869
|
|
|
284,715,785
|
|
Shares issuable pursuant to stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
Shares assumed to be purchased from proceeds of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
Weighted average number of diluted common and exchangeable shares outstanding
|
|
320,851,538
|
|
|
285,333,869
|
|
|
284,715,785
|
|
|
Year Ended December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
||||
Balance, beginning of year
|
$
|
33,224
|
|
|
$
|
35,812
|
|
Settlements
|
(872
|
)
|
|
(6,317
|
)
|
||
Liabilities associated with assets sold
|
(3,257
|
)
|
|
—
|
|
||
Liability incurred
|
2,606
|
|
|
1,556
|
|
||
Liabilities assumed in acquisitions (Note 3)
|
15,723
|
|
|
—
|
|
||
Accretion
|
2,789
|
|
|
1,313
|
|
||
Revisions in estimated liability
|
(6,856
|
)
|
|
860
|
|
||
Balance, end of year
|
$
|
43,357
|
|
|
$
|
33,224
|
|
|
|
|
|
||||
Asset retirement obligation - current
|
$
|
5,215
|
|
|
$
|
2,146
|
|
Asset retirement obligation - long-term
|
38,142
|
|
|
31,078
|
|
||
Balance, end of year
|
$
|
43,357
|
|
|
$
|
33,224
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Loss from continuing operations before income taxes
|
|
|
|
|
|
||||||
United States
|
$
|
(23,986
|
)
|
|
$
|
(14,061
|
)
|
|
$
|
(19,744
|
)
|
Foreign
|
(626,248
|
)
|
|
(354,027
|
)
|
|
2,610
|
|
|||
|
(650,234
|
)
|
|
(368,088
|
)
|
|
(17,134
|
)
|
|||
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Income tax recovery expense from continuing operations expected
|
(227,582
|
)
|
|
(128,831
|
)
|
|
(5,997
|
)
|
|||
Foreign currency translation adjustments
|
218
|
|
|
(187
|
)
|
|
(6,520
|
)
|
|||
Impact of foreign taxes
(1)
|
(9,799
|
)
|
|
(13,087
|
)
|
|
27,910
|
|
|||
Other local taxes
|
1,998
|
|
|
2,354
|
|
|
4,433
|
|
|||
Stock-based compensation
|
1,955
|
|
|
919
|
|
|
2,232
|
|
|||
Increase in valuation allowance
|
47,675
|
|
|
37,691
|
|
|
94,922
|
|
|||
Non-deductible third party royalty in Colombia
|
2,550
|
|
|
3,416
|
|
|
9,116
|
|
|||
Other permanent differences
|
(1,684
|
)
|
|
(2,334
|
)
|
|
1,119
|
|
|||
Total income tax (recovery) expense from continuing operations
|
$
|
(184,669
|
)
|
|
$
|
(100,059
|
)
|
|
$
|
127,215
|
|
|
|
|
|
|
|
||||||
Current income tax expense from continuing operations
|
|
|
|
|
|
||||||
United States
|
$
|
1,818
|
|
|
$
|
1,070
|
|
|
$
|
1,260
|
|
Foreign
|
18,304
|
|
|
14,313
|
|
|
91,605
|
|
|||
|
20,122
|
|
|
15,383
|
|
|
92,865
|
|
|||
Deferred income tax (recovery) expense from continuing operations
|
|
|
|
|
|
||||||
Foreign
(2)
|
(204,791
|
)
|
|
(115,442
|
)
|
|
34,350
|
|
|||
Total income tax (recovery) expense from continuing operations
|
$
|
(184,669
|
)
|
|
$
|
(100,059
|
)
|
|
$
|
127,215
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
||||
Deferred Tax Assets
|
|
|
|
|
|
||
Tax benefit of operating loss carryforwards
|
$
|
74,604
|
|
|
$
|
56,015
|
|
Tax basis in excess of book basis
|
187,651
|
|
|
139,012
|
|
||
Foreign tax credits and other accruals
|
48,341
|
|
|
22,674
|
|
||
Tax benefit of capital loss carryforwards
|
32,278
|
|
|
30,799
|
|
||
Deferred tax assets before valuation allowance
|
342,874
|
|
|
248,500
|
|
||
Valuation allowance
|
(341,263
|
)
|
|
(245,259
|
)
|
||
|
1,611
|
|
|
3,241
|
|
||
Deferred Tax Liabilities
|
107,230
|
|
|
34,592
|
|
||
Net Deferred Tax Liabilities
|
$
|
(105,619
|
)
|
|
$
|
(31,351
|
)
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
||||
Operating loss carryforwards
|
$
|
257,023
|
|
|
$
|
178,677
|
|
Capital loss carryforwards
|
$
|
239,095
|
|
|
$
|
228,144
|
|
Of the operating loss and capital loss carryforwards, losses generated by the foreign subsidiaries of the Company.
|
$
|
496,118
|
|
|
$
|
355,875
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
||||||
Unrecognized tax benefit relating to loss or income from continuing operations, beginning of year
|
$
|
2,200
|
|
|
$
|
3,300
|
|
|
$
|
2,900
|
|
Increases for positions relating to prior year
|
—
|
|
|
—
|
|
|
500
|
|
|||
Decreases for positions relating to prior year
|
|
|
|
(800
|
)
|
|
(100
|
)
|
|||
Decreases due to lapse of statute of limitations
|
(2,200
|
)
|
|
(300
|
)
|
|
—
|
|
|||
Unrecognized tax benefit relating to loss or income from continuing operations, end of year
|
$
|
—
|
|
|
$
|
2,200
|
|
|
$
|
3,300
|
|
Interest and penalties (recovery) expense on the unrecognized tax benefit included in income tax expense from continuing operations
|
$
|
—
|
|
|
$
|
(600
|
)
|
|
$
|
400
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
||||
Trade
|
$
|
80,072
|
|
|
$
|
54,402
|
|
Royalties
|
4,542
|
|
|
2,066
|
|
||
Employee compensation and severance
|
8,152
|
|
|
8,414
|
|
||
Other
|
14,285
|
|
|
5,896
|
|
||
|
$
|
107,051
|
|
|
$
|
70,778
|
|
|
Year ending December 31
|
||||||||||||||||||||||||||
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil transportation services
|
$
|
13,958
|
|
|
$
|
3,639
|
|
|
$
|
3,639
|
|
|
$
|
3,639
|
|
|
$
|
3,041
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Drilling, completions and seismic
|
4,159
|
|
|
2,172
|
|
|
1,987
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
4,111
|
|
|
1,971
|
|
|
1,259
|
|
|
412
|
|
|
402
|
|
|
67
|
|
|
—
|
|
|||||||
Software and telecommunication
|
35
|
|
|
24
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
$
|
22,263
|
|
|
$
|
7,806
|
|
|
$
|
6,896
|
|
|
$
|
4,051
|
|
|
$
|
3,443
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
||||
Foreign currency derivative asset
|
$
|
578
|
|
|
$
|
—
|
|
Trading securities
|
—
|
|
|
6,250
|
|
||
|
$
|
578
|
|
|
$
|
6,250
|
|
|
|
|
|
||||
Commodity price derivative liability
|
$
|
3,824
|
|
|
$
|
—
|
|
RSU, PSU and DSU liability
|
3,907
|
|
|
1,189
|
|
||
|
$
|
7,731
|
|
|
$
|
1,189
|
|
(Thousands of U.S. Dollars)
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Trading securities loss
|
$
|
3,925
|
|
|
$
|
1,335
|
|
|
$
|
6,326
|
|
Commodity price derivative loss
|
7,370
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency derivatives (gain) loss
|
(1,016
|
)
|
|
692
|
|
|
(1,604
|
)
|
|||
|
$
|
10,279
|
|
|
$
|
2,027
|
|
|
$
|
4,722
|
|
Period and type of instrument
|
Volume,
bopd |
Reference
|
Sold Put
($/bbl) |
Purchased Put
($/bbl) |
Sold Call
($/bbl) |
Premiums received/(paid)
($/bbl) |
|||||||||
Collar: June 1, 2016 to May 31, 2017
|
10,000
|
|
ICE Brent
|
$
|
35
|
|
$
|
45
|
|
$
|
65
|
|
$
|
(1.25
|
)
|
Collar: June 1, 2017 to December 31, 2017
|
10,000
|
|
ICE Brent
|
$
|
35
|
|
$
|
45
|
|
$
|
65
|
|
$
|
0.475
|
|
Collar: October 1, 2016 to December 31, 2017
|
5,000
|
|
ICE Brent
|
$
|
35
|
|
$
|
45
|
|
$
|
65
|
|
$
|
—
|
|
Period and type of instrument
|
Amount hedged
(Millions COP) |
Reference
|
Purchased Call
(COP) |
Sold Put
(1)
(COP) |
Sold Put
(1)
(COP) |
||||
Collar: January 1, 2017 to March 31, 2017
|
31,597.6
|
|
COP
|
3,100
|
|
3,300
|
|
3,345
|
|
Collar: April 1, 2017 to May 31, 2017
|
22,697.2
|
|
COP
|
3,100
|
|
3,310
|
|
3,370
|
|
|
54,294.8
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Accounts receivable and other long-term assets
|
$
|
(29
|
)
|
|
$
|
44,365
|
|
|
$
|
(34,473
|
)
|
Derivatives
|
(3,546
|
)
|
|
—
|
|
|
—
|
|
|||
Inventory
|
5,510
|
|
|
(1,571
|
)
|
|
(2,891
|
)
|
|||
Other prepaids
|
(615
|
)
|
|
152
|
|
|
4
|
|
|||
Accounts payable and accrued and other long-term liabilities
|
(9,691
|
)
|
|
(33,743
|
)
|
|
2,988
|
|
|||
Prepaid tax and taxes receivable and payable
|
(2,966
|
)
|
|
(48,251
|
)
|
|
(61,064
|
)
|
|||
Net changes in assets and liabilities from operating activities of continuing operations
|
$
|
(11,337
|
)
|
|
$
|
(39,048
|
)
|
|
$
|
(95,436
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash paid for income taxes
|
$
|
64,067
|
|
|
$
|
39,422
|
|
|
$
|
101,179
|
|
Cash paid for interest
|
$
|
5,624
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Non-cash investing activities:
|
|
|
|
|
|
|
|
||||
Net liabilities related to property, plant and equipment, end of year
|
$
|
55,181
|
|
|
$
|
33,923
|
|
|
$
|
113,874
|
|
Acquisition of marketable securities as proceeds from sale of Argentina business unit (Note 4)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,912
|
|
|
|
Colombia
|
|
Argentina
|
|
Brazil
|
Total
|
|||||||||||||||||
|
|
Liquids
(1)
|
|
Gas
|
|
Liquids
(1)
|
|
Gas
|
|
Liquids
(1)
|
|
Gas
|
|
Liquids
(1)
|
|
Gas
|
||||||||
|
|
(Mbbl)
|
|
(MMcf)
|
|
(Mbbl)
|
|
(MMcf)
|
|
(Mbbl)
|
|
(MMcf)
|
|
(Mbbl)
|
|
(MMcf)
|
||||||||
Proved NAR Reserves, December 31, 2013
|
|
34,559
|
|
|
8,776
|
|
|
3,604
|
|
|
4,677
|
|
|
1,683
|
|
|
—
|
|
|
39,846
|
|
|
13,453
|
|
Extensions and discoveries
|
|
4,099
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
572
|
|
|
—
|
|
|
4,671
|
|
|
—
|
|
Production
|
|
(6,654
|
)
|
|
(329
|
)
|
|
(385
|
)
|
|
(713
|
)
|
|
(330
|
)
|
|
—
|
|
|
(7,369
|
)
|
|
(1,042
|
)
|
Revisions of previous estimates
|
|
—
|
|
|
—
|
|
|
(3,219
|
)
|
|
(3,964
|
)
|
|
—
|
|
|
—
|
|
|
(3,219
|
)
|
|
(3,964
|
)
|
Revisions of Previous Estimates
|
|
2,040
|
|
|
(7,464
|
)
|
|
—
|
|
|
—
|
|
|
911
|
|
|
—
|
|
|
2,951
|
|
|
(7,464
|
)
|
Proved NAR Reserves, December 31, 2014
|
|
34,044
|
|
|
983
|
|
|
—
|
|
|
—
|
|
|
2,836
|
|
|
—
|
|
|
36,880
|
|
|
983
|
|
Extensions and discoveries
|
|
410
|
|
|
526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,805
|
|
|
410
|
|
|
3,331
|
|
Improved recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,396
|
|
|
—
|
|
|
1,396
|
|
|
—
|
|
Production
|
|
(6,872
|
)
|
|
(318
|
)
|
|
—
|
|
|
—
|
|
|
(189
|
)
|
|
—
|
|
|
(7,061
|
)
|
|
(318
|
)
|
Revisions of previous estimates
|
|
5,804
|
|
|
632
|
|
|
—
|
|
|
—
|
|
|
680
|
|
|
—
|
|
|
6,484
|
|
|
632
|
|
Proved NAR Reserves, December 31, 2015
|
|
33,386
|
|
|
1,823
|
|
|
—
|
|
|
—
|
|
|
4,723
|
|
|
2,805
|
|
|
38,109
|
|
|
4,628
|
|
Purchases of reserves in place
|
|
20,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,568
|
|
|
—
|
|
Extensions and discoveries
|
|
1,142
|
|
|
435
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,142
|
|
|
435
|
|
Production
|
|
(8,125
|
)
|
|
(592
|
)
|
|
—
|
|
|
—
|
|
|
(262
|
)
|
|
(2
|
)
|
|
(8,387
|
)
|
|
(594
|
)
|
Revisions of previous estimates
|
|
(1,093
|
)
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
1,591
|
|
|
783
|
|
|
498
|
|
|
712
|
|
Proved NAR Reserves, December 31, 2016
|
|
45,878
|
|
|
1,595
|
|
|
—
|
|
|
—
|
|
|
6,052
|
|
|
3,586
|
|
|
51,930
|
|
|
5,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Proved Developed Reserves, December 31, 2014
|
|
27,866
|
|
|
983
|
|
|
—
|
|
|
—
|
|
|
1,333
|
|
|
—
|
|
|
29,199
|
|
|
983
|
|
Proved Developed Reserves NAR, December 31, 2015
|
|
28,513
|
|
|
1,346
|
|
|
—
|
|
|
—
|
|
|
2,303
|
|
|
1,368
|
|
|
30,816
|
|
|
2,714
|
|
Proved Developed Reserves NAR, December 31, 2016
|
|
35,529
|
|
|
1,468
|
|
|
—
|
|
|
—
|
|
|
1,912
|
|
|
1,382
|
|
|
37,441
|
|
|
2,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Proved Undeveloped Reserves NAR, December 31, 2014
|
|
6,178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,503
|
|
|
—
|
|
|
7,681
|
|
|
—
|
|
Proved Undeveloped Reserves NAR, December 31, 2015
|
|
4,873
|
|
|
477
|
|
|
—
|
|
|
—
|
|
|
2,420
|
|
|
1,437
|
|
|
7,293
|
|
|
1,914
|
|
Proved Undeveloped Reserves NAR, December 31, 2016
|
|
10,349
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
4,140
|
|
|
2,203
|
|
|
14,489
|
|
|
2,330
|
|
(Thousands of U.S. Dollars)
|
Proved Properties
|
|
Unproved Properties
|
|
Accumulated
Depletion,
Depreciation
and
Impairment
|
|
Net Capitalized Costs
|
||||||||
Colombia
|
$
|
2,435,124
|
|
|
$
|
561,463
|
|
|
$
|
(2,059,073
|
)
|
|
$
|
937,514
|
|
Brazil
|
217,047
|
|
|
18,445
|
|
|
(180,779
|
)
|
|
54,713
|
|
||||
Peru
|
—
|
|
|
67,866
|
|
|
—
|
|
|
67,866
|
|
||||
Balance, December 31, 2016
|
$
|
2,652,171
|
|
|
$
|
647,774
|
|
|
$
|
(2,239,852
|
)
|
|
$
|
1,060,093
|
|
|
|
|
|
|
|
|
|
||||||||
Colombia
|
$
|
1,846,522
|
|
|
$
|
147,500
|
|
|
$
|
(1,422,617
|
)
|
|
$
|
571,405
|
|
Brazil
|
151,808
|
|
|
69,089
|
|
|
(106,124
|
)
|
|
114,773
|
|
||||
Peru
|
—
|
|
|
94,182
|
|
|
—
|
|
|
94,182
|
|
||||
Balance, December 31, 2015
|
$
|
1,998,330
|
|
|
$
|
310,771
|
|
|
$
|
(1,528,741
|
)
|
|
$
|
780,360
|
|
(Thousands of U.S. Dollars)
|
|
Colombia
|
|
Argentina
|
|
Brazil
|
|
Peru
|
|
Total
|
||||||||||
Balance, December 31, 2013
|
|
$
|
1,582,847
|
|
|
$
|
274,976
|
|
|
$
|
176,317
|
|
|
$
|
221,405
|
|
|
$
|
2,255,545
|
|
Property acquisition costs
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proved
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unproved
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exploration costs
|
|
88,378
|
|
|
82
|
|
|
11,106
|
|
|
173,126
|
|
|
272,692
|
|
|||||
Development costs
|
|
124,307
|
|
|
18,179
|
|
|
12,983
|
|
|
—
|
|
|
155,469
|
|
|||||
Balance, December 31, 2014
|
|
1,795,532
|
|
|
293,237
|
|
|
200,406
|
|
|
394,531
|
|
|
2,683,706
|
|
|||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proved
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unproved
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exploration costs
|
|
17,512
|
|
|
—
|
|
|
12,466
|
|
|
50,347
|
|
|
80,325
|
|
|||||
Development costs
|
|
69,910
|
|
|
—
|
|
|
7,472
|
|
|
—
|
|
|
77,382
|
|
|||||
Balance, December 31, 2015
|
|
1,882,954
|
|
|
293,237
|
|
|
220,344
|
|
|
444,878
|
|
|
2,841,413
|
|
|||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proved
|
|
408,793
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
408,793
|
|
|||||
Unproved
|
|
500,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,081
|
|
|||||
Exploration costs
|
|
33,362
|
|
|
—
|
|
|
6,086
|
|
|
4,985
|
|
|
44,433
|
|
|||||
Development costs
|
|
72,601
|
|
|
—
|
|
|
9,060
|
|
|
—
|
|
|
81,661
|
|
|||||
Balance, December 31, 2016
|
|
$
|
2,897,791
|
|
|
$
|
293,237
|
|
|
$
|
235,490
|
|
|
$
|
449,863
|
|
|
$
|
3,876,381
|
|
(Thousands of U.S. Dollars)
|
Colombia
|
|
Brazil
|
|
Peru
|
|
Total Continuing Operations
|
Argentina
|
Total
|
||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and natural gas sales
|
$
|
280,872
|
|
|
$
|
8,397
|
|
|
$
|
—
|
|
|
$
|
289,269
|
|
$
|
—
|
|
$
|
289,269
|
|
Production costs
|
(116,141
|
)
|
|
(2,560
|
)
|
|
—
|
|
|
(118,701
|
)
|
—
|
|
(118,701
|
)
|
||||||
Exploration expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
DD&A expenses
|
(132,569
|
)
|
|
(3,819
|
)
|
|
(544
|
)
|
|
(136,932
|
)
|
—
|
|
(136,932
|
)
|
||||||
Asset Impairment
|
(514,314
|
)
|
|
(71,143
|
)
|
|
(31,192
|
)
|
|
(616,649
|
)
|
|
(616,649
|
)
|
|||||||
Income tax expense
|
187,168
|
|
|
(674
|
)
|
|
—
|
|
|
186,494
|
|
—
|
|
186,494
|
|
||||||
Results of Operations
|
$
|
(294,984
|
)
|
|
$
|
(69,799
|
)
|
|
$
|
(31,736
|
)
|
|
$
|
(396,519
|
)
|
$
|
—
|
|
$
|
(396,519
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and natural gas sales
|
$
|
269,035
|
|
|
$
|
6,976
|
|
|
$
|
—
|
|
|
$
|
276,011
|
|
$
|
—
|
|
$
|
276,011
|
|
Production costs
|
(109,406
|
)
|
|
(6,363
|
)
|
|
—
|
|
|
(115,769
|
)
|
—
|
|
(115,769
|
)
|
||||||
Exploration expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
DD&A expenses
|
(167,701
|
)
|
|
(6,183
|
)
|
|
(789
|
)
|
|
(174,673
|
)
|
—
|
|
(174,673
|
)
|
||||||
Asset Impairment
|
(235,069
|
)
|
|
(46,933
|
)
|
|
(41,916
|
)
|
|
(323,918
|
)
|
—
|
|
(323,918
|
)
|
||||||
Income tax expense
|
102,014
|
|
|
(880
|
)
|
|
—
|
|
|
101,134
|
|
—
|
|
101,134
|
|
||||||
Results of Operations
|
$
|
(141,127
|
)
|
|
$
|
(53,383
|
)
|
|
$
|
(42,705
|
)
|
|
$
|
(237,215
|
)
|
$
|
—
|
|
$
|
(237,215
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and natural gas sales
|
$
|
532,196
|
|
|
$
|
27,202
|
|
|
$
|
—
|
|
|
$
|
559,398
|
|
$
|
31,938
|
|
$
|
591,336
|
|
Production costs
|
(107,101
|
)
|
|
(6,848
|
)
|
|
—
|
|
|
(113,949
|
)
|
(14,612
|
)
|
(128,561
|
)
|
||||||
Exploration expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
DD&A expenses
|
(174,063
|
)
|
|
(9,932
|
)
|
|
(690
|
)
|
|
(184,685
|
)
|
(13,684
|
)
|
(198,369
|
)
|
||||||
Asset Impairment
|
—
|
|
|
—
|
|
|
(265,126
|
)
|
|
(265,126
|
)
|
—
|
|
(265,126
|
)
|
||||||
Income tax expense
|
(125,171
|
)
|
|
(844
|
)
|
|
68
|
|
|
(125,947
|
)
|
(1,458
|
)
|
(127,405
|
)
|
||||||
Results of Operations
|
$
|
125,861
|
|
|
$
|
9,578
|
|
|
$
|
(265,748
|
)
|
|
$
|
(130,309
|
)
|
$
|
2,184
|
|
$
|
(128,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Colombia
|
Brazil
|
||||
Twelve month period unweighted arithmetic average of the wellhead price as of the first day of each month within the twelve month period
|
|
|
||||
2016
|
$
|
31.67
|
|
$
|
31.42
|
|
2015
|
$
|
43.51
|
|
$
|
37.72
|
|
2014
|
$
|
87.55
|
|
$
|
84.63
|
|
Weighted average production costs
|
|
|
||||
2016
|
$
|
15.42
|
|
$
|
12.19
|
|
2015
|
$
|
12.11
|
|
$
|
8.30
|
|
2014
|
$
|
14.74
|
|
$
|
11.24
|
|
•
|
no economic value is attributed to probable and possible reserves;
|
•
|
use of a 10% discount rate is arbitrary; and
|
•
|
prices change constantly from the twelve month period unweighted arithmetic average of the price as of the first day of each month within that twelve month period.
|
(Thousands of U.S. Dollars)
|
Colombia
|
|
Brazil
|
|
Total
|
||||||
December 31, 2016
|
|
|
|
|
|
||||||
Future cash inflows
|
$
|
1,487,553
|
|
|
$
|
195,476
|
|
|
$
|
1,683,029
|
|
Future production costs
|
(803,208
|
)
|
|
(85,262
|
)
|
|
(888,470
|
)
|
|||
Future development costs
|
(94,131
|
)
|
|
(23,975
|
)
|
|
(118,106
|
)
|
|||
Future asset retirement obligations
|
(24,647
|
)
|
|
(1,200
|
)
|
|
(25,847
|
)
|
|||
Future income tax expense
|
(28,446
|
)
|
|
(8,957
|
)
|
|
(37,403
|
)
|
|||
Future net cash flows
|
537,121
|
|
|
76,082
|
|
|
613,203
|
|
|||
10% discount
|
(117,263
|
)
|
|
(43,235
|
)
|
|
(160,498
|
)
|
|||
Standardized Measure of Discounted Future Net Cash Flows
|
$
|
419,858
|
|
|
$
|
32,847
|
|
|
$
|
452,705
|
|
|
|
|
|
|
|
||||||
December 31, 2015
|
|
|
|
|
|
||||||
Future cash inflows
|
$
|
1,486,828
|
|
|
$
|
195,726
|
|
|
$
|
1,682,554
|
|
Future production costs
|
(697,071
|
)
|
|
(58,058
|
)
|
|
(755,129
|
)
|
|||
Future development costs
|
(51,671
|
)
|
|
(15,660
|
)
|
|
(67,331
|
)
|
|||
Future asset retirement obligations
|
(15,096
|
)
|
|
(1,200
|
)
|
|
(16,296
|
)
|
|||
Future income tax expense
|
(196,981
|
)
|
|
(17,361
|
)
|
|
(214,342
|
)
|
|||
Future net cash flows
|
526,009
|
|
|
103,447
|
|
|
629,456
|
|
|||
10% discount
|
(119,100
|
)
|
|
(45,599
|
)
|
|
(164,699
|
)
|
|||
Standardized Measure of Discounted Future Net Cash Flows
|
$
|
406,909
|
|
|
$
|
57,848
|
|
|
$
|
464,757
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
|
|
|
|
||||||
Future cash inflows
|
$
|
3,020,286
|
|
|
$
|
240,022
|
|
|
$
|
3,260,308
|
|
Future production costs
|
(998,809
|
)
|
|
(63,928
|
)
|
|
(1,062,737
|
)
|
|||
Future development costs
|
(182,503
|
)
|
|
(14,150
|
)
|
|
(196,653
|
)
|
|||
Future asset retirement obligations
|
(16,410
|
)
|
|
(3,500
|
)
|
|
(19,910
|
)
|
|||
Future income tax expense
|
(558,048
|
)
|
|
(20,554
|
)
|
|
(578,602
|
)
|
|||
Future net cash flows
|
1,264,516
|
|
|
137,890
|
|
|
1,402,406
|
|
|||
10% discount
|
(337,969
|
)
|
|
(43,304
|
)
|
|
(381,273
|
)
|
|||
Standardized Measure of Discounted Future Net Cash Flows
|
$
|
926,547
|
|
|
$
|
94,586
|
|
|
$
|
1,021,133
|
|
(Thousands of U.S. Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
$
|
464,757
|
|
|
$
|
1,021,133
|
|
|
$
|
1,344,953
|
|
Sales and transfers of oil and gas produced, net of production costs
|
(207,776
|
)
|
|
(160,242
|
)
|
|
(444,358
|
)
|
|||
Net changes in prices and production costs related to future production
|
13,425
|
|
|
(918,746
|
)
|
|
(40,162
|
)
|
|||
Extensions, discoveries and improved recovery, less related costs
|
111
|
|
|
22,754
|
|
|
152,426
|
|
|||
Previously estimated development costs incurred during the year
|
34,917
|
|
|
54,904
|
|
|
107,842
|
|
|||
Revisions of previous quantity estimates
|
(263,713
|
)
|
|
144,603
|
|
|
103,359
|
|
|||
Accretion of discount
|
73,076
|
|
|
137,853
|
|
|
180,787
|
|
|||
Purchases of reserves in place
|
186,393
|
|
|
—
|
|
|
—
|
|
|||
Sales of reserves in place
|
—
|
|
|
—
|
|
|
(72,089
|
)
|
|||
Net change in income taxes
|
178,273
|
|
|
100,587
|
|
|
(256,033
|
)
|
|||
Changes in future development costs
|
(26,758
|
)
|
|
61,911
|
|
|
(55,592
|
)
|
|||
Net decrease
|
(12,052
|
)
|
|
(556,376
|
)
|
|
(323,820
|
)
|
|||
Balance, end of year
|
$
|
452,705
|
|
|
$
|
464,757
|
|
|
$
|
1,021,133
|
|
|
Three Months Ended
|
|
Year Ended
|
|||||||||||||
(Thousands of U.S. Dollars, Except Per Share Amounts)
|
March 31, 2016
|
June 30, 2016
|
September 30, 2016
|
December 31, 2016
|
|
December 31, 2016
|
||||||||||
Oil and natural gas sales
|
$
|
57,403
|
|
$
|
71,713
|
|
$
|
68,539
|
|
$
|
91,614
|
|
|
$
|
289,269
|
|
|
|
|
|
|
|
|
||||||||||
Asset impairment
|
$
|
56,898
|
|
$
|
92,843
|
|
$
|
319,974
|
|
$
|
146,934
|
|
|
$
|
616,649
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
$
|
(45,032
|
)
|
$
|
(63,559
|
)
|
$
|
(229,619
|
)
|
$
|
(127,355
|
)
|
|
$
|
(465,565
|
)
|
|
|
|
|
|
|
|
||||||||||
Loss per share - Basic and Diluted
|
$
|
(0.15
|
)
|
$
|
(0.21
|
)
|
$
|
(0.71
|
)
|
$
|
(0.38
|
)
|
|
$
|
(1.45
|
)
|
|
Three Months Ended
|
|
Year Ended
|
|||||||||||||
(Thousands of U.S. Dollars, Except Per Share Amounts)
|
March 31, 2015
|
June 30,
2015
|
September 30, 2015
|
December 31, 2015
|
|
December 31, 2015
|
||||||||||
Oil and natural gas sales
|
$
|
76,231
|
|
$
|
69,350
|
|
$
|
75,653
|
|
$
|
54,777
|
|
|
$
|
276,011
|
|
|
|
|
|
|
|
|
||||||||||
Asset impairment
|
$
|
37,014
|
|
$
|
30,285
|
|
$
|
149,979
|
|
$
|
106,640
|
|
|
$
|
323,918
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
$
|
(44,866
|
)
|
$
|
(38,564
|
)
|
$
|
(101,877
|
)
|
$
|
(82,722
|
)
|
|
$
|
(268,029
|
)
|
|
|
|
|
|
|
|
||||||||||
Loss per share - Basic and Diluted
|
$
|
(0.16
|
)
|
$
|
(0.13
|
)
|
$
|
(0.36
|
)
|
$
|
(0.29
|
)
|
|
$
|
(0.94
|
)
|
Plan category
|
|
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
|
|
(b)
Weighted average exercise price of
outstanding options, warrants and rights (2) |
|
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
(3)
|
|||
Equity compensation plans approved by security holders
|
|
13,170,038
|
|
|
4.16
|
|
|
13,070,887
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
13,170,038
|
|
|
4.16
|
|
|
13,070,887
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Cash Flow
|
|
Consolidated Statements of Shareholders’ Equity
|
|
Notes to the Consolidated Financial Statements
|
|
Supplementary Data (Unaudited)
|
Date: February 28, 2017
|
|
/s/ Gary Guidry
|
|
|
By: Gary Guidry
|
|
|
President and Chief Executive Officer, Director
|
|
|
(Principal Executive Officer)
|
Date: February 28, 2017
|
|
/s/ Ryan Ellson
|
|
|
By: Ryan Ellson
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Gary Guidry
|
|
President and Chief Executive Officer, Director
|
|
February 28, 2017
|
Gary Guidry
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Ryan Ellson
|
|
Chief Financial Officer
|
|
February 28, 2017
|
Ryan Ellson
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Peter Dey
|
|
Director
|
|
February 28, 2017
|
Peter Dey
|
|
|
|
|
|
|
|
|
|
/s/ Evan Hazell
|
|
Director
|
|
February 28, 2017
|
Evan Hazell
|
|
|
|
|
|
|
|
|
|
/s/ Robert B. Hodgins
|
|
Director
|
|
February 28, 2017
|
Robert B. Hodgins
|
|
|
|
|
|
|
|
|
|
/s/ Ronald Royal
|
|
Director
|
|
February 28, 2017
|
Ronald Royal
|
|
|
|
|
|
|
|
|
|
/s/ David P. Smith
|
|
Director
|
|
February 28, 2017
|
David P. Smith
|
|
|
|
|
|
|
|
|
|
/s/ Brooke Wade
|
|
Director
|
|
February 28, 2017
|
Brooke Wade
|
|
|
|
|
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).
|
|
|
|
|
2.2
|
Plan of Conversion, dated October 31, 2016.
|
|
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on November 4, 2016 (SEC File No. 001-34018).
|
|
|
|
|
3.1
|
Certificate of Incorporation.
|
|
Incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K, filed with the SEC on November 4, 2016 (SEC File No. 001-34018).
|
|
|
|
|
3.2
|
Bylaws of Gran Tierra Energy Inc.
|
|
Incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K, filed with the SEC on November 4, 2016 (SEC File No. 001-34018).
|
|
|
|
|
4.1
|
Reference is made to Exhibits 3.1 to 3.2.
|
|
|
|
|
|
|
4.2
|
Details of the Goldstrike Special Voting Share.
|
|
Incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-KSB/A for the period ended December 31, 2005, and filed with the SEC on April 21, 2006 (SEC File No. 333-111656).
|
|
|
|
|
4.3
|
Goldstrike Exchangeable Share Provisions.
|
|
Incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-KSB/A for the period ended December 31, 2005 and filed with the SEC on April 21, 2006 (SEC File No. 333-111656).
|
|
|
|
|
4.4
|
Provisions Attaching to the GTE–Solana Exchangeable Shares.
|
|
Incorporated by reference to Annex E to the Proxy Statement on Schedule 14A filed with the SEC on October 14, 2008 (SEC File No. 001-34018).
|
|
|
|
|
4.5
|
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).
|
|
|
|
|
4.6
|
Form of 5.00% Convertible Senior Notes due 2021.
|
|
Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, filed with the SEC on April 6, 2016 (SEC File No. 001-34018).
|
|
|
|
|
4.7
|
Subscription Receipt Agreement, dated July 8, 2016, by and between Gran Tierra Energy Inc. and Computershare Trust Company of Canada
|
|
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the SEC on July 14, 2016 (SEC File No. 001-34018).
|
|
|
|
|
4.8
|
Form of Registration Rights Agreement.
|
|
Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, filed with the SEC on July 14, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.1
|
Voting Exchange and Support Agreement by and between Goldstrike, Inc., 1203647 Alberta Inc., Gran Tierra Goldstrike Inc. and Olympia Trust Company dated as of November 10, 2005.
|
|
Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2005 (SEC File No. 333-111656).
|
|
|
|
|
10.2
|
Voting and Exchange Trust Agreement, dated as of November 14, 2008, between Gran Tierra Energy Inc., Gran Tierra Exchangeco Inc. and Computershare Trust Company of Canada.
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2008 (SEC File No. 001-34018).
|
|
|
|
|
10.3
|
Support Agreement, dated as of November 14, 2008, between Gran Tierra Energy Inc., Gran Tierra Callco ULC and Gran Tierra Exchangeco Inc.
|
|
Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on November 17, 2008 (SEC File No. 001-34018).
|
|
|
|
|
10.4
|
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).
|
|
|
|
|
10.5 +
|
Share Purchase Agreement dated as of June 30, 2016, among Gran Tierra Energy International Holdings Ltd., Tribeca Oil & Gas Inc., Macquarie Bank Limited, Rorick Ventures Group Inc., as vendors, and PetroLatina Energy Limited.
|
|
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on July 7, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.6
|
Amended and Restated 2007 Equity Incentive Plan. *
|
|
Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
10.7
|
Form of Restricted Stock Unit Award Agreement Under the 2007 Equity Incentive Plan. *
|
|
Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2013 (SEC File No. 001-34018).
|
|
|
|
|
10.8
|
Form of Option Agreement Under the 2007 Equity Incentive Plan. *
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2013 (SEC File No. 001-34018).
|
|
|
|
|
10.9
|
Form of Indemnity Agreement. *
|
|
Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2008 (SEC File No. 000-52594).
|
|
|
|
|
10.10
|
Form of Voting Support Agreement
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.11
|
2005 Equity Incentive Plan. *
|
|
Incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2005 (SEC File No. 333-111656).
|
|
|
|
|
10.12
|
Executive Employment Agreement, dated January 20, 2010, between Gran Tierra Energy Inc. and David Hardy. *
|
|
Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2011 (SEC File No. 001-34018).
|
|
|
|
|
10.13
|
Amendment to Employment Agreement dated May 2, 2012, between Gran Tierra Energy Inc. and David Hardy. *
|
|
Incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
10.14
|
Amendment dated January 10, 2014 to Expat Assignment Letter Agreement between Gran Tierra Energy Inc. and Duncan Nightingale. *
|
|
Incorporated by reference to Exhibit 10.80 to the Annual Report on Form 10-K, filed with the SEC on February 26, 2014 (SEC File No. 001-34018).
|
|
|
|
|
10.15
|
Amendment dated April 15, 2014 to Expat Assignment Letter Agreement between Gran Tierra Energy Inc. and Duncan Nightingale. *
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on May 7, 2014 (SEC File No. 001-34018).
|
|
|
|
|
10.16
|
Executive Employment Agreement dated July 31, 2014, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Duncan Nightingale. *
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2014 (SEC File No. 001-34018).
|
|
|
|
|
10.17
|
Expat Assignment Letter Agreement dated December 7, 2010, between Gran Tierra Energy Inc. and Duncan Nightingale.*
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2011 (SEC File No. 0001-34018).
|
|
|
|
|
10.18
|
Employment Agreement dated July 31, 2014, between Gran Tierra Energy Colombia Ltd. and Adrián Santiago Coral Pantoja. *
|
|
Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2014 (SEC File No. 001-34018).
|
|
|
|
|
10.19
|
Amendment to Executive Employment Agreement dated February 19, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Duncan Nightingale.*
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on May 7, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.20
|
Amendment No. 2 to Executive Employment Agreement dated May 7, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Duncan Nightingale.*
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.21
|
Amendment No. 2 to Executive Employment Agreement dated May 7, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and David Hardy.*
|
|
Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.22
|
Form of Indemnity Agreement for use with Directors and Executive Officers.*
|
|
Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.23
|
Form of Deferred Stock Unit Award Agreement Under the 2007 Equity Incentive Plan.*
|
|
Incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K, filed with the SEC on February 29, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.24
|
Form of Deferred Stock Unit Grant Notice.*
|
|
Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K, filed with the SEC on February 29, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.25
|
Executive Employment Agreement effective May 7, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Gary Guidry.*
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.26
|
Executive Employment Agreement effective May 11 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Ryan Ellson.*
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.27
|
Executive Employment Agreement effective May 11, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Alan Johnson.*
|
|
Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.28
|
Executive Employment Agreement effective May 11 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Lawrence West.*
|
|
Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.29
|
Executive Employment Agreement effective May 11, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and James Evans.*
|
|
Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.30
|
Form of Performance Stock Unit Award Agreement Under the 2007 Equity Incentive Plan.*
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on May 4, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.31
|
Form of Performance Stock Unit Grant Notice.*
|
|
Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed with the SEC on May 4, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.32
|
Executive Employment Agreement effective May 11 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Ryan Ellson.*
|
|
Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q, filed with the SEC on May 4, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.33
|
Severance Agreement and Release dated April 6, 2016, between Gran Tierra Energy Inc. and Duncan Nightingale.*
|
|
Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q, filed with the SEC on May 4, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.34
|
Executive Employment Agreement effective June 24, 2016, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Ed Caldwell.*
|
|
Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.35
|
Executive Employment Agreement effective June 24, 2016, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Susan Mawdsley.*
|
|
Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.36
|
Executive Employment Agreement effective June 24, 2016, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Glen Mah.*
|
|
Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.37
|
Executive Employment Agreement effective June 24, 2016, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Rodger Trimble.*
|
|
Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2016 (SEC File No. 001-34018).
|
|
|
|
|
10.38
|
2014 Executive Officer Cash Bonus Compensation and 2015 Cash Compensation Arrangements. *
|
|
Incorporated by reference to Item 5.02 of the Current Report on Form 8-K, filed with the SEC on February 25, 2015, with respect to 2014 Cash Bonus Compensation and 2015 Cash Compensation Arrangements (SEC File No. 001-34018).
|
|
|
|
|
10.39
|
Credit Agreement, dated as of September 18, 2015, by and among Gran Tierra Energy Inc., Gran Tierra Energy International Holdings Ltd., the Bank of Nova Scotia, Societe Generale and the lenders party thereto.
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on September 21, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.40
|
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).
|
|
|
|
|
10.41
|
Second Amendment to Credit Agreement, dated as of June 2, 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 10.1 to the Current Report on Form 8-K, filed with the SEC on June 3, 2016 (SEC File No. 34018).
|
|
|
|
|
10.42
|
Third Amendment to Credit Agreement
|
|
Filed herewith.
|
|
|
|
|
10.43
|
Fourth Amendment to Credit Agreement, dated as of November 16, 2016, by and among Gran Tierra Energy Inc., Gran Tierra Energy International Holdings Ltd., the Bank of Nova Scotia, Societe Generale and the lenders party thereto.
|
|
Filed herewith.
|
|
|
|
|
10.44
|
Colombian Participation Agreement, dated as of June 22, 2006, by and among Argosy Energy International, Gran Tierra Energy Inc., and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.55 to the Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2008 (SEC File No. 001-34018).
|
|
|
|
|
10.45
|
Amendment No. 1 to Colombian Participation Agreement, dated as of November 1, 2006, by and among Argosy Energy International, Gran Tierra Energy Inc., and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.56 to the Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2008 (SEC File No. 001-34018).
|
|
|
|
|
10.46
|
Amendment No. 2 to Colombian Participation Agreement, dated as of July 3, 2008, between Gran Tierra Energy Inc. and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q/A, filed with the SEC on November 19, 2008 (SEC File No. 001-34018).
|
|
|
|
|
10.47
|
Amendment No. 3 to Participation Agreement, dated as of December 31, 2008, by and among Gran Tierra Energy Colombia, Ltd., Gran Tierra Energy Inc. and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on January 7, 2009 (SEC File No. 001-34018).
|
|
|
|
|
10.48
|
Amendment No. 4 dated June 13, 2011, to the Colombian Participation Agreement dated June 22, 2006, between Gran Tierra Colombia Ltd and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
10.49
|
Amendment No. 5 dated February 10, 2011, to the Colombian Participation Agreement dated June 22, 2006, between Gran Tierra Colombia Ltd and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
10.50
|
Amendment No. 6 dated March 1, 2012, to the Colombian Participation Agreement dated June 22, 2006, between Gran Tierra Colombia Ltd and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
10.51
|
Chaza Block Hydrocarbons Exploration and Exploitation Agreement between Argosy Energy International and the National Hydrocarbons Agency dated June 25, 2005.
|
|
Incorporated by reference to Exhibit 10.76 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2013 (SEC File No. 001-34018).
|
|
|
|
|
10.52
|
Addendum No. 1 to the Chaza Block Hydrocarbons Exploration and Exploitation Agreement between Argosy Energy International and the National Hydrocarbons Agency.
|
|
Incorporated by reference to Exhibit 10.77 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2013 (SEC File No. 001-34018).
|
|
|
|
|
10.53
|
Settlement Agreement, dated May 7, 2015, between Gran Tierra Energy Inc. and West Face SPV (Cayman) I, L.P.
|
|
Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.54
|
Bridge Loan Facility between Gran Tierra Energy Inc. and Scotiabank.
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on August 29, 2016 (SEC File No. 001-34018).
|
|
|
|
|
12.1
|
Statement re: Computation of Ratio of Earnings to Fixed Charges.
|
|
Filed herewith.
|
|
|
|
|
21.1
|
List of subsidiaries.
|
|
Filed herewith.
|
|
|
|
|
23.1
|
Consent of Deloitte LLP.
|
|
Filed herewith.
|
|
|
|
|
23.2
|
Consent of McDaniel & Associates Consultants Ltd.
|
|
Filed herewith.
|
|
|
|
|
24.1
|
Power of Attorney.
|
|
See signature page.
|
|
|
|
|
31.1
|
Certification of Principal Executive Officer.
|
|
Filed herewith.
|
|
|
|
|
31.2
|
Certification of Principal Financial Officer.
|
|
Filed herewith.
|
|
|
|
|
32.1
|
Section 1350 Certifications.
|
|
Furnished herewith.
|
|
|
|
|
99.1
|
Gran Tierra Energy Inc. Reserves Assessment and Evaluation of Oil and Gas Properties Corporate Summary, effective December 31, 2016.
|
|
Filed herewith.
|
BORROWER:
|
GRAN TIERRA ENERGY INTERNATIONAL HOLDINGS LTD.
|
PARENT:
|
GRAN TIERRA ENERGY INC.
|
|
Royal Bank of Canada
,
|
BORROWER:
|
GRAN TIERRA ENERGY INTERNATIONAL HOLDINGS LTD.
|
PARENT:
|
GRAN TIERRA ENERGY INC.
|
Lender
|
Applicable Revolving Credit Percentage
|
Maximum Revolving Credit Amounts
|
The Bank of Nova Scotia
|
22.50%
|
$112,500,000.00
|
Société Générale
|
22.50%
|
$112,500,000.00
|
HSBC Bank Canada
|
17.50%
|
$87,500,000.00
|
Export Development Canada
|
15.00%
|
$75,000,000.00
|
Natixis, New York Branch
|
15.00%
|
$75,000,000.00
|
Royal Bank of Canada
|
7.50%
|
$37,500,000.00
|
TOTAL:
|
100.00000000%
|
$500,000,000.00
|
|
Year Ended December 31,
|
||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Fixed charges
|
|
|
|
|
|
||||||||||
Contractual interest and financing expenses
|
$
|
8,454
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Amortization of debt issuance costs
|
5,691
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Interest portion of rental expense
|
44
|
|
31
|
|
18
|
|
21
|
|
27
|
|
|||||
Total fixed charges
|
$
|
14,189
|
|
$
|
31
|
|
$
|
18
|
|
$
|
21
|
|
$
|
27
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations before tax
|
$
|
(650,234
|
)
|
$
|
(368,088
|
)
|
$
|
(17,134
|
)
|
$
|
309,284
|
|
$
|
196,349
|
|
Fixed charges per above
|
14,189
|
|
31
|
|
18
|
|
21
|
|
27
|
|
|||||
|
$
|
(636,045
|
)
|
$
|
(368,057
|
)
|
$
|
(17,116
|
)
|
$
|
309,305
|
|
$
|
196,376
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
|
|
14,729
|
|
7,273
|
|
||||||||
Deficiency of earnings available to cover fixed charges
|
$
|
(636,045
|
)
|
$
|
(368,057
|
)
|
$
|
(17,116
|
)
|
|
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
Gran Tierra Callco ULC
|
|
Alberta, Canada
|
Gran Tierra Exchangeco Inc.
|
|
Alberta, Canada
|
1203647 Alberta Inc.
|
|
Alberta, Canada
|
Gran Tierra Goldstrike Inc.
|
|
Alberta, Canada
|
Petrolifera Petroleum (Colombia) Limited
|
|
Cayman Islands
|
Gran Tierra Energy Cayman Islands Inc.
|
|
Cayman Islands
|
Gran Tierra Energy Canada ULC
|
|
Alberta, Canada
|
Argosy Energy LLC
|
|
Delaware
|
Gran Tierra Energy Colombia, Ltd.
|
|
Utah (a limited partnership)
|
Gran Tierra Resources Limited
|
|
Alberta, Canada
|
Gran Tierra Energy International Holdings Ltd
|
|
Cayman Islands
|
Gran Tierra Energy International (Peru) Holdings B.V.
|
|
Curacao
|
Gran Tierra Energy Peru B.V.
|
|
Curacao
|
Gran Tierra Energy Peru S.R.L.
|
|
Peru
|
Petrolifera Petroleum Del Peru S.R.L.
|
|
Peru
|
Gran Tierra Luxembourg Holdings S.a.r.l.
|
|
Luxembourg
|
Gran Tierra Finance (Luxembourg) S.a.r.l.
|
|
Luxembourg
|
Gran Tierra Energy Brasil Ltda.
|
|
Brazil
|
Gran Tierra Brazco (Luxembourg) S.a.r.l.
|
|
Luxembourg
|
Gran Tierra Colombia Inc.
|
|
Cayman Islands
|
Suroco Energy Venezuela
|
|
Venezuela
|
Vetra Petroamerica P&G Corp.
|
|
Barbados
|
Southeast Investment Corporation
|
|
Panama
|
Gran Tierra (PUT-7) Limited
|
|
Cayman
|
Petrolatina Energy Limited
|
|
United Kingdom
|
Petrolatina (CA) Limited
|
|
United Kingdom
|
R.L. Petroleum Corp.
|
|
Panama
|
North Riding Inc.
|
|
Panama
|
Petroleos Del Norte S.A.
|
|
Colombia
|
Taghmen Colombia S.L.
|
|
Spain
|
Taghmen Argentina Limited
|
|
United Kingdom
|
Gran Tierra México Energy. S. de R.L. de C.V.
|
|
Mexico
|
|
Re:
|
Gran Tierra Registration Statement:
|
|
|
Form S-8 (Reg. Nos. 333-146815, 333-156994, 333-171122 and 333-183029)
|
|
|
Form S-3 (Reg. No.
333-212819
)
|
|
|
Filed with the United States Securities Exchange Commission
|
McDaniel
& Associates Consultants Ltd.
|
|
/s/ Cam Boulton
|
Cam Boulton
|
Vice President
|
Date: February 28, 2017
|
/s/ Gary Guidry
|
|
By: Gary Guidry
|
|
President and Chief Executive Officer, Director
|
|
(Principal Executive Officer)
|
Date: February 28, 2017
|
/s/ Ryan Ellson
|
|
By: Ryan Ellson
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
/s/ Gary Guidry
|
By: Gary Guidry
|
President and Chief Executive Officer, Director
|
|
/s/ Ryan Ellson
|
By: Ryan Ellson
|
Chief Financial Officer
|
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, 2016
. The completion date of our report is
January 23, 2017
.
|
iii.
|
McDaniel evaluated 100% of the reserves of Gran Tierra.
|
Category
|
|
Crude Oil
Mbbl
|
|
Natural Gas
MMcf
|
|
Oil Equivalent
MBOE (1)
|
|
Portion of Reserves Evaluated, %
|
|||
Proved
|
|
|
|
|
|
|
|
|
|||
Developed
|
|
|
|
|
|
|
|
|
|||
Brazil
|
|
1,912
|
|
|
1,382
|
|
|
2,142
|
|
|
100
|
Colombia
|
|
35,529
|
|
|
1,468
|
|
|
35,774
|
|
|
100
|
Undeveloped
|
|
|
|
|
|
|
|
|
|||
Brazil
|
|
4,140
|
|
|
2,203
|
|
|
4,506
|
|
|
100
|
Colombia
|
|
10,349
|
|
|
127
|
|
|
10,370
|
|
|
100
|
Total Proved
|
|
51,930
|
|
|
5,180
|
|
|
52,792
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|||
Probable
|
|
|
|
|
|
|
|
|
|||
Developed
|
|
|
|
|
|
|
|
|
|||
Colombia
|
|
10,852
|
|
|
190
|
|
|
10,884
|
|
|
100
|
Undeveloped
|
|
|
|
|
|
|
|
|
|||
Brazil
|
|
1,649
|
|
|
962
|
|
|
1,809
|
|
|
100
|
Colombia
|
|
31,132
|
|
|
2,193
|
|
|
31,498
|
|
|
100
|
Total Probable
|
|
43,633
|
|
|
3,345
|
|
|
44,191
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|||
Possible
|
|
|
|
|
|
|
|
|
|||
Developed
|
|
|
|
|
|
|
|
|
|||
Colombia
|
|
12,613
|
|
|
504
|
|
|
12,697
|
|
|
100
|
Undeveloped
|
|
|
|
|
|
|
|
|
|||
Brazil
|
|
3,407
|
|
|
2,009
|
|
|
3,742
|
|
|
100
|
Colombia
|
|
46,935
|
|
|
1,411
|
|
|
47,170
|
|
|
100
|
Total Possible
|
|
62,955
|
|
|
3,924
|
|
|
63,609
|
|
|
100
|
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”).
|
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.
|
Oil and NGLs (USD/bbl) - Colombia
|
|
$
|
31.67
|
|
Natural Gas (USD/Mcf) - Colombia
|
|
$
|
3.67
|
|
Light/Medium Oil (USD/bbl) - Brazil
|
|
$
|
31.42
|
|
Natural Gas (USD/Mcf) - Brazil
|
|
$
|
1.47
|
|
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.
|
/s/ Cam Boulton
|
Cam Boulton
|
Vice President
|