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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 American
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Toronto Stock Exchange
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London 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
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Smaller reporting company
o
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Emerging growth 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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Item 16.
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Form 10-K Summary
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SIGNATURES
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bbl
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barrel
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Mcf
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thousand cubic feet
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Mbbl
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thousand barrels
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MMcf
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million cubic feet
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MMbbl
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million barrels
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Bcf
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billion cubic feet
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BOE
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barrels of oil equivalent
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bopd
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barrels of oil per day
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MMBOE
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million barrels of oil equivalent
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NGL
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natural gas liquids
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BOEPD
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barrels of oil equivalent per day
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NAR
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net after royalty
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Number of Wells
(Gross) |
Number of Wells
(Net) |
2019 Capital Budget
($ million) |
||
Colombia
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Development
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26-30
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25-29
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130-135
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Exploration
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6-8
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6-8
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80-85
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Facilities
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—
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—
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85-90
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Seismic and Studies
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—
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—
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25-30
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32-38
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31-37
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320-340
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Basin
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Block
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Current Phase
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Remaining Commitments, Current Phase
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Putumayo
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Alea
1848-A |
3 & 4
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43.8 km
2
3D seismic, 1 exploration well
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Putumayo
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Alea
1947-C |
2*
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1 exploration well
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Putumayo
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PUT-1
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2*
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2 exploration wells
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Putumayo
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PUT-2
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2**
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3 exploration wells
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Putumayo
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PUT-4
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1
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30 km
2
3D seismic
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Putumayo
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PUT-7
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2
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2 exploration wells
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Putumayo
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PUT-10
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1*
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73 km 2D seismic, 2 exploration wells
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Putumayo
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PUT-25
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1
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20.7 km
2
3D seismic
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Putumayo
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PUT-31
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1
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200 km
2
3D seismic,1.9 km 2D seismic,1 exploration well
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Llanos
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El Porton
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5
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1 exploration well
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Llanos
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LLA-1
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1**
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97.5 km
2
3D seismic, 1 exploration well
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Llanos
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LLA-10
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1*
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1 exploration well
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Llanos
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LLA-22
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1 & 2*
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125 km
2
3D seismic, 1 exploration well
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Llanos
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LLA-53
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1*
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100 km
2
3D seismic, 2 exploration wells (pending approval to transfer commitments to PUT-4 and PUT-7)
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Llanos
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LLA-70
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1**
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163.4 km
2
3D seismic, 1 exploration well
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Caguan-Putumayo
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Tinigua
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2*
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1 exploration well
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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
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Total proved developed reserves
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36,805
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1,253
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37,014
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Total proved undeveloped reserves
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17,117
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929
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17,272
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Total proved reserves
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53,922
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2,182
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54,286
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Probable
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Total probable developed reserves
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9,832
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386
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9,896
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Total probable undeveloped reserves
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51,559
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886
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51,707
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Total probable reserves
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61,391
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1,272
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61,603
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Possible
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Total possible developed reserves
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13,480
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458
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13,556
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Total possible undeveloped reserves
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35,216
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949
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35,374
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Total possible reserves
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48,696
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1,407
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48,930
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Oil and NGLs ($/bbl) - Colombia
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$
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61.16
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Natural Gas ($/Mcf) - Colombia
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$
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3.61
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ICE Brent - average of the first day of each month price for the 12-month period
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$
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72.08
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Colombia - Oil Equivalent
(MMBOE) |
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Balance, December 31, 2017
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19.6
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Acquisitions
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0.7
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Converted to proved producing
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(12.9
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)
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Discoveries and extensions
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6.4
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Technical revisions
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3.5
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Balance, December 31, 2018
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17.3
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Year Ended December 31,
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|||||||||||||||||||||||||||
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2018
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2017
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2016
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CYC
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MQT
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ACR
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CYC
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MQT
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ACR
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CYC
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MQT
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ACR
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||||||||||||||||||
Oil and NGL's, bbl
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2,244,497
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1,020,673
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5,469,072
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3,173,659
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1,550,344
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3,131,577
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3,975,842
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2,091,361
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648,518
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Average sales price of oil and NGL's per bbl
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$
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58.19
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$
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59.87
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$
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57.64
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|
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$
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43.55
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$
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45.05
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$
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43.90
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|
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$
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33.52
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$
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32.86
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$
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35.87
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Operating expenses of oil and NGL's per bbl
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$
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22.23
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$
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20.47
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$
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11.22
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|
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$
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11.70
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$
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15.27
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$
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10.34
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|
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$
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13.71
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$
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10.50
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$
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8.00
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2018
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2017
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2016
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||||||||||||
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Gross
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Net
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Gross
|
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Net
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Gross
|
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Net
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||||||
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||||||
Exploration
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|
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||||||
Productive
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1.00
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|
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1.00
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2.00
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1.55
|
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2.00
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|
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2.00
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Dry
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1.00
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0.51
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—
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|
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—
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—
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—
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In Progress
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3.00
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|
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3.00
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|
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2.00
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|
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2.00
|
|
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1.00
|
|
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1.00
|
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Development
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|
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|
|
|
|
|
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||||||
Productive
|
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19.00
|
|
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18.16
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17.00
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|
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13.63
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7.00
|
|
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7.00
|
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Service
|
|
—
|
|
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—
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|
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2.00
|
|
|
2.00
|
|
|
2.00
|
|
|
2.00
|
|
Dry
|
|
—
|
|
|
—
|
|
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—
|
|
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—
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|
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1.00
|
|
|
1.00
|
|
In Progress
|
|
4.00
|
|
|
4.00
|
|
|
2.00
|
|
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1.70
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|
|
3.00
|
|
|
3.00
|
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Total Colombia
|
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28.00
|
|
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26.67
|
|
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25.00
|
|
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20.88
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|
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16.00
|
|
|
16.00
|
|
|
Oil Wells
|
||||
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Gross
|
|
Net
|
||
Colombia
(1)
|
167.0
|
|
|
124.0
|
|
|
167.0
|
|
|
124.0
|
|
|
Developed
|
|
Undeveloped
|
|
Total
|
||||||||||||
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Colombia
(1)
|
334,112
|
|
|
208,537
|
|
|
1,519,573
|
|
|
1,351,980
|
|
|
1,853,685
|
|
|
1,560,517
|
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Name
|
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Age
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|
Position
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Gary S. Guidry
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63
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President and Chief Executive Officer, Director
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Ryan Ellson
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43
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Chief Financial Officer
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Ed Caldwell
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69
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Vice President, Health, Safety and Environment & Corporate Social Responsibility
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James Evans
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53
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Vice President, Corporate Services
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Alan Johnson
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47
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Vice President, Asset Management
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Glen Mah
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62
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Vice President, Business Development
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Susan Mawdsley
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52
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Vice President, Finance and Corporate Controller
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Rodger Trimble
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57
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Vice President, Investor Relations
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Lawrence West
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62
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Vice President, Exploration
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•
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Gary Guidry, Chief Executive Officer and President.
Mr. Guidry has been Gran Tierra's Chief Executive Officer and President since May 7, 2015. Mr. Guidry was the Chief Executive Officer of Onza Energy Inc. from January 2014, until May 2015. From July 2011 to July 2014, Mr. Guidry served as President and Chief Executive Officer of Caracal Energy Inc. Mr. Guidry also served as President and CEO of Orion Oil & Gas Corp. from October 2009 to July 2011, Tanganyika Oil Corp. from May 2005 to January 2009, and Calpine Natural Gas Trust from October 2003 to February 2005. As chief executive officer of these companies, Mr. Guidry was responsible for overseeing all aspects of the respective company’s business. Mr. Guidry currently sits on the board of Africa Oil Corp. (since April 2008) where he also serves as a member of the Audit Committee and the board of PetroTal Corp. (since December 2017). From September 2010 to October 2011, Mr. Guidry served on the board of Zodiac Exploration Corp., from October 2009 to March 2014, he served on the board of TransGlobe Energy Corp., and from February 2007 to May 2018, he served on the board of Shamaran Petroleum Corp. Prior to these positions, Mr. Guidry served as Senior Vice President and subsequently President of Alberta Energy Company International, and President and General Manager of Canadian Occidental Petroleum’s Nigerian operations. Mr. Guidry has directed exploration and production operations in Yemen, Syria and Egypt and has worked for oil and gas companies around the world in the U.S., Colombia, Ecuador, Venezuela, Argentina and Oman. Mr. Guidry is an Alberta-registered professional engineer (P. Eng.) and holds a B.Sc. in petroleum engineering from Texas A&M University.
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•
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Ryan Ellson, Chief Financial Officer
. Mr. Ellson has been Gran Tierra's Chief Financial Officer since May 2015. Mr. Ellson has 17 years of experience in a broad range of international corporate finance and accounting roles. Mr. Ellson is currently a Director of PetroTal Corp. (since December 2017). Mr. Ellson was CFO of Onza Energy Inc. from January 2015 to May 2015. From July 2014 until December 2014 Mr. Ellson was Head of Finance for Glencore E&P (Canada) Inc. and prior thereto Vice President, Finance at Caracal Energy Inc., a London Stock Exchange ("LSE") listed company with operations in Chad, Africa from August 2011 until July 2014. Prior to Caracal, Mr. Ellson was Vice President of Finance at Sea Dragon Energy from April 2010 until August 2011. In these positions, Mr. Ellson oversaw financial and accounting functions, implemented and oversaw internal financial controls, secured a reserve based lending facility and was involved in multiple capital raises. Mr. Ellson has held management and executive positions with companies operating in Chad, Egypt, India and Canada. Mr. Ellson is a Chartered Professional Accountant and holds a Bachelor of Commerce and a Master of Professional Accounting from the University of Saskatchewan.
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•
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Ed Caldwell, Vice President, Health, Safety and Environment & Corporate Social Responsibility
. Mr. Caldwell has been Gran Tierra's Vice President, Health, Safety and Environment & Corporate Social Responsibility, since June 2016. Mr. Caldwell had a distinguished 27-year career with ExxonMobil and Imperial Oil, and most recently worked with Caracal Energy Inc. in Caracal's efforts and achievement in Chad. Mr. Caldwell has extensive experience in senior Regulatory Approvals and HSE Management roles in Canada, Asia, Russia, and Africa. He has also worked with the Government of Canada and, in that capacity, represented Canada at the OECD Energy/Environment Committee as well as at the Intergovernmental Panel on Climate Change. Mr. Caldwell graduated in Chemical Engineering (Distinction) from Dalhousie University.
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•
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James Evans, Vice President, Corporate Services.
Mr. Evans has been Gran Tierra's Vice President, Corporate Services, since May 2015. Mr. Evans has over 25 years of experience including working the last 13 years in the international oil and gas industry. Most recently, Mr. Evans was the Head of Compliance & Corporate Services for Glencore E&P (Canada) Inc. from July 2014 to December 2014, and prior thereto Vice President of Compliance & Corporate Services at Caracal Energy Inc. from July 2011 to June 2014 where he oversaw the execution of corporate strategy and goals, developed and implemented a robust corporate compliance program, and managed all aspects of IT, document control, security and administration. Mr. Evans also managed the recruitment, training and retention of staff in both Calgary and Chad. He oversaw the growth of Caracal Energy from seven employees to more than 400 at the time of sale to Glencore. Prior to Caracal, Mr. Evans held senior management and executive positions at Orion Oil and Gas and Tanganyika Oil, with operating experience in Egypt, Syria and Canada. Mr. Evans is a Certified General Accountant and holds a Bachelor of Commerce degree from the University of Calgary.
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•
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Alan Johnson, Vice President, Asset Management.
Mr. Johnson has been Gran Tierra's Vice President, Asset Management, since May 2015. Mr. Johnson is a professional engineer with more than 25 years of experience working internationally in the oil and gas industry. His experience includes varied technical, managerial and executive roles in drilling, production, reservoir, reserves, corporate planning and asset management. Most recently Mr. Johnson was Head of Asset Management for Glencore E&P (Canada) Inc. from April 2014 to April 2015, where he was responsible for all development activities in Chad and prior thereto Director of Asset Management at Caracal Energy from August 2011 to March 2014, where he was responsible for development activities in the Doba basin in Chad, Africa. Mr. Johnson was instrumental in developing oil and gas assets in remote areas of southern Chad, achieving first production in less than 18 months. Mr. Johnson started his E&P career with Shell International in the Dutch North Sea. He then held positions of increasing responsibility with Shell Canada, APF Energy, Rockyview Energy, Delphi Energy and BG Australia. Mr. Johnson graduated with a 1st Class B. Eng (Hons) from Heriot Watt University in Scotland. Mr. Johnson is a Chartered Engineer in the UK and a Professional Engineer in Alberta.
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•
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Glen Mah, Vice President, Business Development.
Mr. Mah has been Gran Tierra's Vice President, Business Development since June 2016. He is a Petroleum Geologist with extensive management experience covering the execution of exploration programs, field development and asset management for conventional and unconventional hydrocarbons. He has worked with onshore and offshore projects in various petroleum basins in the Americas, Africa, Middle East and Asia. Mr. Mah was the Chief Geologist with the highly successful Tanganyika Oil Company Ltd. Mr. Mah has Alberta-registered Professional designation with APEGA and holds a Bachelor of Science degree Specialization in Geology from the University of Alberta.
|
•
|
Susan Mawdsley, Vice President, Finance and Corporate Controller.
Ms. Mawdsley has been Gran Tierra's Vice President, Finance, since June 2016, and has been Gran Tierra's Corporate Controller since 2012. She is a Chartered Accountant with over 25 years of experience in the oil and gas industry. She has direct responsibility for the finance departments in all business units, as well as internal audit. Prior to joining Gran Tierra in 2011, she was an independent consultant providing contract controller, CFO, and other finance related services to publicly traded domestic and international oil
|
•
|
Rodger Trimble, Vice President, Investor Relations.
Mr. Trimble has been Gran Tierra's Vice President, Investor Relations since June 2016. He is a Professional Engineer with more than 30 years of experience in domestic and international basins in various management positions. Prior to joining Gran Tierra, Mr. Trimble was Head of Corporate Planning, Budgeting & Finance with Glencore E&P (Canada) Inc. and prior thereto Director Corporate Planning, Budget & Business Development with Caracal Energy Inc. (acquired by Glencore E&P). He has held several senior management positions ranging from Country Manager in Argentina with Canadian Hunter Exploration, Vice President, Exploitation with Esprit Energy Trust, Manager, Reservoir Engineering with Apache Canada Inc. and Manager, Upstream Evaluations - Frontiers & International with Husky Energy. Mr. Trimble is an Alberta-registered Professional Engineer and a member of APEGA. He received a Bachelor of Science in Petroleum Engineering (with Distinction) from Stanford University.
|
•
|
Lawrence West. Vice President, Exploration.
Mr. West has been Gran Tierra's Vice President, Exploration, since May 2015. Mr. West has over 35 years of experience as an executive, explorationist, and geologist. Most recently, Mr. West was Vice President, Exploration at Caracal Energy from July 2011 to June 2014. Mr. West built a multi-disciplinary team to assess resources and grow reserves in the interior rift basins within Chad and led a successful exploration program. During his tenure he successfully executed two large 2D/3D seismic shoots in remote frontier basins, on time and on budget. Prior to Caracal he has been involved in starting and growing several public and private companies, including Reserve Royalty Corp., Chariot Energy, Auriga Energy and Orion Oil and Gas. Lawrence worked at Alberta Energy Company (AEC), where he was on the team that merged with Conwest. He built and led the AEC East team to the Rocky Mountain USA basins. His career began with Imperial Oil working on prospect and reservoir characterization, in multi-disciplinary teams, and as a technical mentor to exploration teams. Lawrence has an Honours Bachelor of Science in Geology from McMaster University and an MBA, specializing in economics, from the University of Calgary.
|
|
(a)
Total Number of Shares Purchased (1) |
(b)
Average Price Paid per Share (2) |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
(d)
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (3) |
||||
October 1-31, 2018
|
—
|
|
—
|
|
—
|
|
18,765,120
|
|
November 1-30, 2018
|
2,921,776
|
|
2.79
|
|
2,921,776
|
|
15,843,344
|
|
December 1-31, 2018
|
1,346,481
|
|
2.56
|
|
1,346,481
|
|
14,496,863
|
|
|
4,268,257
|
|
2.68
|
|
4,268,257
|
|
14,496,863
|
|
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Oil and natural gas sales
|
$
|
613,431
|
|
|
$
|
421,734
|
|
|
289,269
|
|
|
$
|
276,011
|
|
|
$
|
559,398
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
111,272
|
|
|
87,855
|
|
|
64,173
|
|
|
60,756
|
|
|
74,459
|
|
|||||
Workover
|
34,437
|
|
|
22,014
|
|
|
22,752
|
|
|
14,809
|
|
|
15,294
|
|
|||||
Transportation
|
28,993
|
|
|
25,107
|
|
|
31,776
|
|
|
40,204
|
|
|
24,196
|
|
Depletion, depreciation and accretion
|
197,867
|
|
|
131,335
|
|
|
139,535
|
|
|
176,386
|
|
|
185,877
|
|
|||||
Asset impairment
|
—
|
|
|
1,514
|
|
|
616,649
|
|
|
323,918
|
|
|
265,126
|
|
|||||
G&A
|
39,483
|
|
|
39,014
|
|
|
33,218
|
|
|
32,353
|
|
|
51,249
|
|
|||||
Severance
|
2,361
|
|
|
1,287
|
|
|
1,319
|
|
|
8,990
|
|
|
—
|
|
|||||
Transaction
|
—
|
|
|
—
|
|
|
7,325
|
|
|
—
|
|
|
—
|
|
|||||
Equity tax
|
—
|
|
|
1,224
|
|
|
3,098
|
|
|
3,769
|
|
|
—
|
|
|||||
Foreign exchange loss (gain)
|
9,957
|
|
|
2,067
|
|
|
(1,469
|
)
|
|
(17,242
|
)
|
|
(39,535
|
)
|
|||||
Financial instruments loss
|
12,296
|
|
|
15,929
|
|
|
10,279
|
|
|
2,027
|
|
|
4,722
|
|
|||||
Other gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(502
|
)
|
|
(2,000
|
)
|
|||||
Interest expense
|
27,364
|
|
|
13,882
|
|
|
14,145
|
|
|
—
|
|
|
—
|
|
|||||
|
464,030
|
|
|
341,228
|
|
|
942,800
|
|
|
645,468
|
|
|
579,388
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) on sale and gain on acquisition
|
—
|
|
|
(44,385
|
)
|
|
929
|
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
2,086
|
|
|
1,209
|
|
|
2,368
|
|
|
1,369
|
|
|
2,856
|
|
|||||
Income (loss) from continuing operations before income taxes
|
151,487
|
|
|
37,330
|
|
|
(650,234
|
)
|
|
(368,088
|
)
|
|
(17,134
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Current income tax expense
|
43,903
|
|
|
24,322
|
|
|
20,122
|
|
|
15,383
|
|
|
92,865
|
|
|||||
Deferred income tax expense (recovery)
|
4,968
|
|
|
44,716
|
|
|
(204,791
|
)
|
|
(115,442
|
)
|
|
34,350
|
|
|||||
|
48,871
|
|
|
69,038
|
|
|
(184,669
|
)
|
|
(100,059
|
)
|
|
127,215
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
102,616
|
|
|
(31,708
|
)
|
|
(465,565
|
)
|
|
(268,029
|
)
|
|
(144,349
|
)
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,990
|
)
|
|||||
Net income (loss)
|
$
|
102,616
|
|
|
$
|
(31,708
|
)
|
|
(465,565
|
)
|
|
$
|
(268,029
|
)
|
|
$
|
(171,339
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) per Share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
0.26
|
|
|
$
|
(0.08
|
)
|
|
$
|
(1.45
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
(0.51
|
)
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.09
|
)
|
|||||
Net income (loss)
|
$
|
0.26
|
|
|
$
|
(0.08
|
)
|
|
$
|
(1.45
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
(0.60
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
0.26
|
|
|
$
|
(0.08
|
)
|
|
$
|
(1.45
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
(0.51
|
)
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.09
|
)
|
|||||
Net income (loss)
|
$
|
0.26
|
|
|
$
|
(0.08
|
)
|
|
$
|
(1.45
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
(0.60
|
)
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As at December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Cash and cash equivalents
|
$
|
51,040
|
|
|
$
|
12,326
|
|
|
$
|
25,175
|
|
|
$
|
145,342
|
|
|
$
|
331,848
|
|
Working capital (deficiency)
|
33,145
|
|
|
(11,724
|
)
|
|
(23,344
|
)
|
|
160,449
|
|
|
239,312
|
|
|||||
Oil and gas properties
|
1,310,026
|
|
|
1,094,029
|
|
|
1,060,093
|
|
|
780,360
|
|
|
1,117,931
|
|
Deferred tax asset - long-term
|
45,437
|
|
|
57,310
|
|
|
1,611
|
|
|
3,241
|
|
|
2,153
|
|
|||||
Total assets
|
1,676,584
|
|
|
1,429,619
|
|
|
1,367,896
|
|
|
1,146,118
|
|
|
1,714,050
|
|
|||||
Long-term debt
|
399,415
|
|
|
256,542
|
|
|
197,083
|
|
|
—
|
|
|
—
|
|
|||||
Deferred tax liability - long-term
|
23,419
|
|
|
28,417
|
|
|
107,230
|
|
|
34,592
|
|
|
176,364
|
|
|||||
Total long-term liabilities
|
477,454
|
|
|
336,315
|
|
|
353,880
|
|
|
70,485
|
|
|
213,039
|
|
|||||
Shareholders’ equity
|
1,029,750
|
|
|
936,335
|
|
|
858,987
|
|
|
1,001,642
|
|
|
1,276,685
|
|
•
|
Net
income
in
2018
was
$102.6 million
, or
$0.26
per share basic and diluted compared to net
loss
of
$31.7 million
, or
$(0.08)
per share basic and diluted in
2017
.
|
•
|
EBITDA
(1)
more than doubled
106%
to
$376.7 million
in 2018 compared with
$182.5 million
in
2017
. Net debt
(1)
to EBITDA was 1.0 times at December 31, 2018.
|
•
|
Funds flow from operations
(1)
for
2018
increase
d by
39%
to
$306.4 million
compared with
$220.2 million
in
2017
.
|
•
|
Oil and gas sales for
2018
increased
45%
to
$613.4 million
compared with
$421.7 million
in
2017
.
|
•
|
Achieved a new Company milestone with record high average production before royalties in
2018
of
36,209
BOEPD,
15%
higher
compared to
31,426
BOEPD
(2)
in
2017
and
38%
higher
than
26,216
in
2016
.
|
•
|
Total Company's
2018
average production NAR was
29,053
BOEPD,
8%
higher compared with
2017
.
|
•
|
Total Company's
2018
oil and gas sales volumes
increased
by
8%
to
28,717
BOEPD compared with
2017
.
|
•
|
Oil and gas sales per BOE for
2018
were
$58.53
,
35%
higher compared with
2017
.
|
•
|
Operating netback
(1)
per BOE for
2018
was
$41.85
per BOE,
42%
higher compared with
2017
.
|
•
|
Operating expenses per BOE for
2018
were
$10.62
per BOE,
18%
higher compared with
2017
primarily as a result of higher power generation and equipment rental costs required to manage the capacity limitations in Acordionero field as a result of rapid production growth
|
•
|
Workover expenses per BOE for
2018
increased by
46%
to
$3.29
compared with
2017
primarily as a result of pump failures due to unreliable power.
|
•
|
Quality and transportation discount per BOE for 2018 was $
13.16
.
|
•
|
Transportation expenses per BOE for
2018
increase
d by
7%
to
$2.77
compared with
2017
, due to a lower percentage of volumes being sold at the wellhead where transportation is netted against sales price.
|
•
|
General and administrative ("G&A") expenses before stock-based compensation per BOE for
2018
decrease
d by
2%
to
$2.99
per BOE compared to
2017
.
|
(Thousands of U.S. Dollars, unless otherwise noted)
|
|
Year Ended December 31,
|
||||||||||||||||
SEC Compliant Reserves, NAR (MMBOE)
|
|
2018
|
|
% Change
|
|
2017
|
|
% Change
|
|
2016
|
||||||||
Estimated Proved Oil and Gas Reserves
|
|
54
|
|
|
(8
|
)
|
|
59
|
|
|
11
|
|
|
53
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Estimated Probable Oil and Gas Reserves
|
|
62
|
|
|
13
|
|
|
55
|
|
|
25
|
|
|
44
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Estimated Possible Oil and Gas Reserves
|
|
49
|
|
|
(16
|
)
|
|
58
|
|
|
(9
|
)
|
|
64
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average Consolidated Daily Volumes (BOEPD)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Working Interest Production Before Royalties
|
|
36,209
|
|
|
13
|
|
|
32,105
|
|
|
19
|
|
|
27,062
|
|
|||
Royalties
|
|
(7,156
|
)
|
|
35
|
|
|
(5,320
|
)
|
|
37
|
|
|
(3,875
|
)
|
|||
Production NAR
|
|
29,053
|
|
|
8
|
|
|
26,785
|
|
|
16
|
|
|
23,187
|
|
|||
(Increase) Decrease in Inventory
|
|
(336
|
)
|
|
250
|
|
|
(96
|
)
|
|
(113
|
)
|
|
767
|
|
|||
Sales
(3)
|
|
28,717
|
|
|
8
|
|
|
26,689
|
|
|
11
|
|
|
23,954
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss)
|
|
$
|
102,616
|
|
|
424
|
|
|
$
|
(31,708
|
)
|
|
93
|
|
|
$
|
(465,565
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Netback
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil and Natural Gas Sales
|
|
$
|
613,431
|
|
|
45
|
|
|
$
|
421,734
|
|
|
46
|
|
|
$
|
289,269
|
|
Operating Expenses
|
|
(111,272
|
)
|
|
27
|
|
|
(87,855
|
)
|
|
37
|
|
|
(64,173
|
)
|
|||
Workover Expenses
|
|
(34,437
|
)
|
|
56
|
|
|
(22,014
|
)
|
|
(3
|
)
|
|
(22,752
|
)
|
|||
Transportation Expenses
|
|
(28,993
|
)
|
|
15
|
|
|
(25,107
|
)
|
|
(21
|
)
|
|
(31,776
|
)
|
|||
Operating Netback
(1)
|
|
$
|
438,729
|
|
|
53
|
|
|
$
|
286,758
|
|
|
68
|
|
|
$
|
170,568
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
G&A Expenses Before Stock-Based Compensation
|
|
$
|
31,369
|
|
|
5
|
|
|
$
|
29,775
|
|
|
10
|
|
|
$
|
27,127
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
G&A Stock-Based Compensation
|
|
$
|
8,114
|
|
|
(12
|
)
|
|
$
|
9,239
|
|
|
52
|
|
|
$
|
6,091
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
EBITDA
(1)
|
|
$
|
376,718
|
|
|
106
|
|
|
$
|
182,547
|
|
|
(137
|
)
|
|
$
|
(496,554
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Funds Flow From Operations
(1)
|
|
$
|
306,449
|
|
|
39
|
|
|
$
|
220,197
|
|
|
110
|
|
|
$
|
104,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital Expenditures
|
|
$
|
347,093
|
|
|
38
|
|
|
$
|
251,041
|
|
|
96
|
|
|
$
|
127,789
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Cash Received on Dispositions
|
|
$
|
—
|
|
|
(100
|
)
|
|
$
|
32,968
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Paid for Acquisitions, Net of Cash Acquired
|
|
$
|
53,200
|
|
|
55
|
|
|
$
|
34,410
|
|
|
(93
|
)
|
|
$
|
507,584
|
|
|
As at December 31,
|
||||||||||||||||
(Thousands of U.S. Dollars)
|
2018
|
|
% Change
|
|
2017
|
|
% Change
|
|
2016
|
||||||||
Cash, Cash Equivalents and Current Restricted Cash and Cash Equivalents
|
$
|
52,309
|
|
|
117
|
|
|
$
|
24,113
|
|
|
(28
|
)
|
|
$
|
33,497
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revolving Credit Facility
|
$
|
—
|
|
|
(100
|
)
|
|
$
|
148,000
|
|
|
64
|
|
|
$
|
90,000
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes
|
$
|
300,000
|
|
|
100
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Convertible Notes
|
$
|
115,000
|
|
|
—
|
|
|
$
|
115,000
|
|
|
—
|
|
|
$
|
115,000
|
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of U.S. Dollars)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income (loss)
|
|
$
|
102,616
|
|
|
$
|
(31,708
|
)
|
|
$
|
(465,565
|
)
|
Adjustments to reconcile net loss to adjusted EBITDA
|
|
|
|
|
|
|
||||||
DD&A expenses
|
|
197,867
|
|
|
131,335
|
|
|
139,535
|
|
|||
Interest expense
|
|
27,364
|
|
|
13,882
|
|
|
14,145
|
|
|||
Income tax expense (recovery)
|
|
48,871
|
|
|
69,038
|
|
|
(184,669
|
)
|
|||
EBITDA (non-GAAP)
|
|
$
|
376,718
|
|
|
$
|
182,547
|
|
|
$
|
(496,554
|
)
|
|
Year Ended December 31,
|
||||||||||
(Thousands of U.S. Dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income (loss)
|
$
|
102,616
|
|
|
$
|
(31,708
|
)
|
|
$
|
(465,565
|
)
|
Adjustments to reconcile net income (loss) to funds flow from operations
|
|
|
|
|
|
||||||
DD&A expenses
|
197,867
|
|
|
131,335
|
|
|
139,535
|
|
|||
Asset impairment
|
—
|
|
|
1,514
|
|
|
616,649
|
|
|||
Deferred tax expense (recovery)
|
4,968
|
|
|
44,716
|
|
|
(204,791
|
)
|
|||
Stock-based compensation expense
|
8,299
|
|
|
9,775
|
|
|
6,339
|
|
|||
Amortization of debt issuance costs
|
3,183
|
|
|
2,415
|
|
|
5,691
|
|
|||
Cash settlement of RSUs
|
(360
|
)
|
|
(564
|
)
|
|
(1,234
|
)
|
|||
Unrealized foreign exchange loss (gain)
|
11,511
|
|
|
837
|
|
|
(1,428
|
)
|
|||
Financial instruments loss
|
12,296
|
|
|
15,929
|
|
|
10,279
|
|
|||
Cash settlement of financial instruments
|
(33,931
|
)
|
|
1,563
|
|
|
438
|
|
|||
Loss on sale and (gain) on acquisition
|
—
|
|
|
44,385
|
|
|
(929
|
)
|
|||
Funds flow from operations (non-GAAP)
|
$
|
306,449
|
|
|
$
|
220,197
|
|
|
$
|
104,984
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2018
|
|
% Change
|
|
2017
|
|
% Change
|
|
2016
|
||||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas sales
|
|
$
|
613,431
|
|
|
45
|
|
|
$
|
421,734
|
|
|
46
|
|
|
$
|
289,269
|
|
Operating expenses
|
|
111,272
|
|
|
27
|
|
|
87,855
|
|
|
37
|
|
|
64,173
|
|
|||
Workover expenses
|
|
34,437
|
|
|
56
|
|
|
22,014
|
|
|
(3
|
)
|
|
22,752
|
|
|||
Transportation expenses
|
|
28,993
|
|
|
15
|
|
|
25,107
|
|
|
(21
|
)
|
|
31,776
|
|
|||
Operating netback
(1)
|
|
438,729
|
|
|
53
|
|
|
286,758
|
|
|
68
|
|
|
170,568
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
DD&A expenses
|
|
197,867
|
|
|
51
|
|
|
131,335
|
|
|
(6
|
)
|
|
139,535
|
|
|||
Asset impairment
|
|
—
|
|
|
(100
|
)
|
|
1,514
|
|
|
(100
|
)
|
|
616,649
|
|
|||
G&A expenses before stock-based compensation
|
|
31,369
|
|
|
5
|
|
|
29,775
|
|
|
10
|
|
|
27,127
|
|
|||
G&A stock-based compensation expense
|
|
8,114
|
|
|
(12
|
)
|
|
9,239
|
|
|
52
|
|
|
6,091
|
|
|||
Severance expenses
|
|
2,361
|
|
|
83
|
|
|
1,287
|
|
|
(2
|
)
|
|
1,319
|
|
|||
Transaction expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
7,325
|
|
|||
Equity tax
|
|
—
|
|
|
(100
|
)
|
|
1,224
|
|
|
(60
|
)
|
|
3,098
|
|
|||
Foreign exchange loss (gain)
|
|
9,957
|
|
|
382
|
|
|
2,067
|
|
|
241
|
|
|
(1,469
|
)
|
|||
Financial instruments loss
|
|
12,296
|
|
|
(23
|
)
|
|
15,929
|
|
|
55
|
|
|
10,279
|
|
|||
Interest expense
|
|
27,364
|
|
|
97
|
|
|
13,882
|
|
|
(2
|
)
|
|
14,145
|
|
|||
|
|
289,328
|
|
|
40
|
|
|
206,252
|
|
|
(75
|
)
|
|
824,099
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) on sale and gain on acquisition
|
|
—
|
|
|
—
|
|
|
(44,385
|
)
|
|
—
|
|
|
929
|
|
|||
Interest income
|
|
2,086
|
|
|
73
|
|
|
1,209
|
|
|
(49
|
)
|
|
2,368
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes
|
|
151,487
|
|
|
306
|
|
|
37,330
|
|
|
106
|
|
|
(650,234
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current income tax expense
|
|
43,903
|
|
|
81
|
|
|
24,322
|
|
|
21
|
|
|
20,122
|
|
|||
Deferred income tax expense (recovery)
|
|
4,968
|
|
|
(89
|
)
|
|
44,716
|
|
|
122
|
|
|
(204,791
|
)
|
|||
|
|
48,871
|
|
|
(29
|
)
|
|
69,038
|
|
|
137
|
|
|
(184,669
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income (loss)
|
|
$
|
102,616
|
|
|
424
|
|
|
$
|
(31,708
|
)
|
|
93
|
|
|
$
|
(465,565
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales Volumes (NAR)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total sales volumes, BOEPD
|
|
28,717
|
|
|
8
|
|
|
26,689
|
|
|
11
|
|
|
23,954
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Brent Price per bbl
|
|
$
|
71.69
|
|
|
31
|
|
|
$
|
54.82
|
|
|
24
|
|
|
$
|
44.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consolidated Results of Operations per BOE Sales Volumes (NAR)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Oil and natural gas sales
|
|
$
|
58.53
|
|
|
35
|
|
|
$
|
43.29
|
|
|
31
|
|
|
$
|
33.00
|
|
Operating expenses
|
|
10.62
|
|
|
18
|
|
|
9.02
|
|
|
23
|
|
|
7.32
|
|
|||
Workover expenses
|
|
3.29
|
|
|
46
|
|
|
2.26
|
|
|
(13
|
)
|
|
2.60
|
|
|||
Transportation expenses
|
|
2.77
|
|
|
7
|
|
|
2.58
|
|
|
(29
|
)
|
|
3.62
|
|
|||
Operating netback
(1)
|
|
41.85
|
|
|
42
|
|
|
29.43
|
|
|
51
|
|
|
19.46
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
DD&A expenses
|
|
18.88
|
|
|
40
|
|
|
13.48
|
|
|
(15
|
)
|
|
15.92
|
|
|||
Asset impairment
|
|
—
|
|
|
(100
|
)
|
|
0.16
|
|
|
(100
|
)
|
|
70.34
|
|
|||
G&A expenses before stock-based compensation
|
|
2.99
|
|
|
(2
|
)
|
|
3.06
|
|
|
(1
|
)
|
|
3.10
|
|
|||
G&A stock-based compensation expense
|
|
0.77
|
|
|
(19
|
)
|
|
0.95
|
|
|
38
|
|
|
0.69
|
|
|||
Severance expenses
|
|
0.23
|
|
|
77
|
|
|
0.13
|
|
|
(13
|
)
|
|
0.15
|
|
|||
Transaction expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
0.84
|
|
|||
Equity tax
|
|
—
|
|
|
(100
|
)
|
|
0.13
|
|
|
(63
|
)
|
|
0.35
|
|
|||
Foreign exchange loss (gain)
|
|
0.95
|
|
|
352
|
|
|
0.21
|
|
|
224
|
|
|
(0.17)
|
|
|||
Financial instruments loss
|
|
1.17
|
|
|
(29
|
)
|
|
1.64
|
|
|
40
|
|
|
1.17
|
|
|||
Interest expense
|
|
2.61
|
|
|
83
|
|
|
1.43
|
|
|
(11
|
)
|
|
1.61
|
|
|||
|
|
27.60
|
|
|
(30
|
)
|
|
21.19
|
|
|
77
|
|
|
94.00
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(Loss) on sale and gain on acquisition
|
|
—
|
|
|
(100
|
)
|
|
(4.56
|
)
|
|
—
|
|
|
0.11
|
|
|||
Interest income
|
|
0.20
|
|
|
67
|
|
|
0.12
|
|
|
(56
|
)
|
|
0.27
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes
|
|
14.45
|
|
|
280
|
|
|
3.80
|
|
|
105
|
|
|
(74.16
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current income tax expense
|
|
4.19
|
|
|
68
|
|
|
2.50
|
|
|
9
|
|
|
2.30
|
|
|||
Deferred income tax expense (recovery)
|
|
0.47
|
|
|
(90
|
)
|
|
4.59
|
|
|
120
|
|
|
(23.36)
|
|
|||
|
|
4.66
|
|
|
34
|
|
|
7.09
|
|
|
134
|
|
|
(21.06)
|
|
|||
Net Income (loss)
|
|
$
|
9.79
|
|
|
398
|
|
|
$
|
(3.29
|
)
|
|
94
|
|
|
$
|
(53.10
|
)
|
|
|
Year Ended December 31,
|
|||||
Average Daily Volumes (BOEPD)
|
|
2018
|
2017
|
2016
|
|||
Working Interest Production Before Royalties
|
|
36,209
|
|
32,105
|
|
27,062
|
|
Royalties
|
|
(7,156
|
)
|
(5,320
|
)
|
(3,875
|
)
|
Production NAR
(1)
|
|
29,053
|
|
26,785
|
|
23,187
|
|
(Increase) Decrease in Inventory
|
|
(336
|
)
|
(96
|
)
|
767
|
|
Sales
(1)
|
|
28,717
|
|
26,689
|
|
23,954
|
|
|
|
|
|
|
|||
Royalties, % of Working Interest Production Before Royalties
|
|
20
|
%
|
17
|
%
|
14
|
%
|
|
|
|
|
|
Consolidated
|
|
Year Ended December 31,
|
||||||||||
(Thousands of U.S. Dollars)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Oil and Gas Sales
|
|
$
|
613,431
|
|
|
$
|
421,734
|
|
|
$
|
289,269
|
|
Transportation Expenses
|
|
(28,993
|
)
|
|
(25,107
|
)
|
|
(31,776
|
)
|
|||
|
|
584,438
|
|
|
396,627
|
|
|
257,493
|
|
|||
Operating Expenses
|
|
(111,272
|
)
|
|
(87,855
|
)
|
|
(64,173
|
)
|
|||
Workover Expenses
|
|
(34,437
|
)
|
|
(22,014
|
)
|
|
(22,752
|
)
|
|||
Operating Netback
(1)
|
|
438,729
|
|
|
286,758
|
|
|
170,568
|
|
|||
|
|
|
|
|
|
|
||||||
(U.S. Dollars per BOE Sales Volumes NAR)
|
|
|
|
|
|
|
||||||
Brent
|
|
$
|
71.69
|
|
|
$
|
54.82
|
|
|
$
|
44.33
|
|
Quality and Transportation Discounts
|
|
(13.16
|
)
|
|
(11.53
|
)
|
|
(11.33
|
)
|
|||
Average Realized Price
|
|
58.53
|
|
|
43.29
|
|
|
33.00
|
|
|||
Transportation Expenses
|
|
(2.77
|
)
|
|
(2.58
|
)
|
|
(3.62
|
)
|
|||
Average Realized Price Net of Transportation Expenses
|
|
55.76
|
|
|
40.71
|
|
|
29.38
|
|
|||
Operating Expenses
|
|
(10.62
|
)
|
|
(9.02
|
)
|
|
(7.32
|
)
|
|||
Workover Expenses
|
|
$
|
(3.29
|
)
|
|
$
|
(2.26
|
)
|
|
$
|
(2.60
|
)
|
Operating Netback
(1)
|
|
$
|
41.85
|
|
|
$
|
29.43
|
|
|
$
|
19.46
|
|
|
|
Year Ended December 31,
|
||||||||
|
|
2018
|
2017
|
2016
|
||||||
Oil and natural gas sales for the comparative period
|
|
$
|
421,734
|
|
$
|
289,269
|
|
$
|
276,011
|
|
Realized sales price increase effect
|
|
159,653
|
|
100,304
|
|
(73,782
|
)
|
|||
Sales volume increase effect
|
|
32,044
|
|
32,161
|
|
87,040
|
|
|||
Oil and natural gas sales for the current period
|
|
$
|
613,431
|
|
$
|
421,734
|
|
$
|
289,269
|
|
|
|
Year Ended December 31,
|
|||||
|
|
2018
|
2017
|
2016
|
|||
Volume transported through pipelines
|
|
8
|
%
|
16
|
%
|
44
|
%
|
Volume sold at wellhead
|
|
40
|
%
|
52
|
%
|
43
|
%
|
Volume transported via truck
|
|
52
|
%
|
32
|
%
|
13
|
%
|
|
|
100
|
%
|
100
|
%
|
100
|
%
|
|
|
Year Ended December 31,
|
||||||||
(U.S. Dollars per BOE Sales Volumes NAR)
|
|
2018
|
2017
|
2016
|
||||||
Average realized price net of transportation expenses for the comparative period
|
|
$
|
40.71
|
|
$
|
29.38
|
|
$
|
35.38
|
|
Increase (decrease) in benchmark prices
|
|
16.87
|
|
10.49
|
|
(8.02
|
)
|
|||
Increase in quality and transportation discounts
|
|
(1.63
|
)
|
(0.20
|
)
|
(0.39
|
)
|
|||
(Increase) decrease in transportation expense
|
|
(0.19
|
)
|
1.04
|
|
2.41
|
|
|||
Average realized price net of transportation expenses for the year
|
|
$
|
55.76
|
|
$
|
40.71
|
|
$
|
29.38
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
DD&A Expenses, thousands of U.S. Dollars
(1)
|
$
|
197,867
|
|
|
$
|
131,335
|
|
|
$
|
139,535
|
|
DD&A Expenses, U.S. Dollars per BOE
|
18.88
|
|
|
13.48
|
|
|
15.92
|
|
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
|
2018
|
2017
|
2016
|
||||||
Impairment of oil and gas properties
(1)
|
|
—
|
|
1,514
|
|
615,985
|
|
|||
Impairment of inventory
|
|
—
|
|
—
|
|
664
|
|
|||
|
|
$
|
—
|
|
$
|
1,514
|
|
$
|
616,649
|
|
|
Year Ended December 31,
|
||||||||||||
(Thousands of U.S. Dollars)
|
2018
|
% change
|
2017
|
% change
|
2016
|
||||||||
G&A Expenses Before Stock-Based Compensation
|
$
|
31,369
|
|
5
|
|
$
|
29,775
|
|
10
|
|
$
|
27,127
|
|
G&A Stock-Based Compensation
|
8,114
|
|
(12
|
)
|
9,239
|
|
52
|
|
6,091
|
|
|||
G&A Expenses, Including Stock-Based Compensation
|
$
|
39,483
|
|
1
|
|
$
|
39,014
|
|
17
|
|
$
|
33,218
|
|
|
|
|
|
|
|
||||||||
U.S. Dollars Per BOE Sales Volumes NAR
|
|
|
|
|
|
||||||||
G&A Expenses Before Stock-Based Compensation
|
$
|
2.99
|
|
(2
|
)
|
$
|
3.06
|
|
(1
|
)
|
$
|
3.10
|
|
G&A Stock-Based Compensation
|
0.77
|
|
(19
|
)
|
0.95
|
|
38
|
|
0.69
|
|
|||
G&A Expenses, Including Stock-Based Compensation
|
$
|
3.76
|
|
(6
|
)
|
$
|
4.01
|
|
6
|
|
$
|
3.79
|
|
|
Year Ended December 31,
|
||
|
2018
|
2017
|
2016
|
Change in the Colombian peso against the U.S. dollar
|
weakened by
|
strengthened by
|
strengthened by
|
9%
|
1%
|
5%
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
2018
|
2017
|
2016
|
||||||
Commodity price derivative loss
|
$
|
13,972
|
|
$
|
17,327
|
|
$
|
7,370
|
|
Foreign currency derivative gain
|
(890
|
)
|
(1,287
|
)
|
(1,016
|
)
|
|||
Investment gain
|
(786
|
)
|
(111
|
)
|
—
|
|
|||
Trading securities loss
|
—
|
|
—
|
|
3,925
|
|
|||
|
$
|
12,296
|
|
$
|
15,929
|
|
$
|
10,279
|
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
2018
|
2017
|
2016
|
||||||
Income (loss) before income tax
|
$
|
151,487
|
|
$
|
37,330
|
|
$
|
(650,234
|
)
|
|
|
|
|
||||||
Current income tax expense
|
$
|
43,903
|
|
$
|
24,322
|
|
$
|
20,122
|
|
Deferred income tax expense (recovery)
|
4,968
|
|
44,716
|
|
(204,791
|
)
|
|||
Total income tax expense (recovery)
|
$
|
48,871
|
|
$
|
69,038
|
|
$
|
(184,669
|
)
|
|
|
|
|
||||||
Effective tax rate
|
32
|
%
|
185
|
%
|
28
|
%
|
|||
|
|
|
|
||||||
Deferred income tax recovery related to Colombia ceiling test impairment
|
$
|
—
|
|
$
|
—
|
|
$
|
201,300
|
|
(Thousands of U.S. Dollars)
|
Fourth quarter 2018 compared with third quarter 2018
|
% change
|
Fourth quarter 2018 compared with fourth quarter 2017
|
% change
|
Year ended December 31, 2018 compared with year ended December 31, 2017
|
% change
|
|||||||||
Net income (loss) for the comparative period
|
$
|
75,295
|
|
|
$
|
(40,802
|
)
|
|
$
|
(31,708
|
)
|
|
|||
Increase (decrease) due to:
|
|
|
|
|
|
|
|||||||||
Sales volumes
|
14,672
|
|
|
13,047
|
|
|
32,044
|
|
|
||||||
Prices
|
(53,151
|
)
|
|
(3,587
|
)
|
|
159,653
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|||||||||
Cash operating expenses, excluding stock-based compensation expense
|
(4,251
|
)
|
|
(6,657
|
)
|
|
(23,768
|
)
|
|
||||||
Workover
|
4,591
|
|
|
(4,420
|
)
|
|
(12,423
|
)
|
|
||||||
Transportation
|
(464
|
)
|
|
(2,334
|
)
|
|
(3,886
|
)
|
|
||||||
Cash G&A and RSU settlements, excluding stock-based compensation expense
|
(10,443
|
)
|
|
(6,448
|
)
|
|
(1,390
|
)
|
|
||||||
Severance
|
658
|
|
|
(223
|
)
|
|
(1,074
|
)
|
|
||||||
Interest, net of amortization of debt issuance costs
|
352
|
|
|
(3,316
|
)
|
|
(12,714
|
)
|
|
||||||
Realized foreign exchange loss (gain)
|
1,565
|
|
|
1,927
|
|
|
2,784
|
|
|
||||||
Settlement of financial instruments
|
2,924
|
|
|
(7,807
|
)
|
|
(35,494
|
)
|
|
||||||
Current taxes
|
11,429
|
|
|
3,121
|
|
|
(19,581
|
)
|
|
||||||
Equity tax
|
—
|
|
|
—
|
|
|
1,224
|
|
|
||||||
Other
|
(760
|
)
|
|
(289
|
)
|
|
877
|
|
|
||||||
Net change in funds flow from operations
(1)
from comparative period
|
(32,878
|
)
|
|
(16,986
|
)
|
|
86,252
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|||||||||
Depletion, depreciation and accretion
|
(8,539
|
)
|
|
(22,802
|
)
|
|
(66,532
|
)
|
|
||||||
Asset impairment
|
—
|
|
|
1,514
|
|
|
1,514
|
|
|
||||||
Deferred tax
|
(41,855
|
)
|
|
2,966
|
|
|
39,748
|
|
|
||||||
Amortization of debt issuance costs
|
(38
|
)
|
|
(307
|
)
|
|
(768
|
)
|
|
||||||
Stock-based compensation, net of RSU settlement
|
22,453
|
|
|
16,988
|
|
|
1,272
|
|
|
||||||
Financial instruments gain or loss, net of financial instruments settlements
|
(13,254
|
)
|
|
23,491
|
|
|
39,127
|
|
|
||||||
Unrealized foreign exchange
|
(12,024
|
)
|
|
(10,503
|
)
|
|
(10,674
|
)
|
|
||||||
Loss on sale of business units and gain on acquisition
|
—
|
|
|
35,601
|
|
|
44,385
|
|
|
||||||
Net change in net income or loss
|
(86,135
|
)
|
|
29,962
|
|
|
134,324
|
|
|
||||||
Net income (loss) for the current period
|
$
|
(10,840
|
)
|
(114
|
)%
|
$
|
(10,840
|
)
|
73
|
%
|
$
|
102,616
|
|
424
|
%
|
|
Number of Wells
(Gross) |
Number of Wells
(Net) |
2019 Capital Budget
($ million) |
||
Development
|
26-30
|
|
25-29
|
|
130-135
|
Exploration
|
6-8
|
|
6-8
|
|
80-85
|
Facilities
|
—
|
|
—
|
|
85-90
|
Seismic and Studies
|
—
|
|
—
|
|
25-30
|
|
32-38
|
|
31-37
|
|
320-340
|
|
Number of wells (Gross)
|
Number of wells (Net)
|
||
Development
|
23
|
|
22.2
|
|
Exploration
|
5
|
|
4.5
|
|
Total
|
28
|
|
26.7
|
|
|
As at December 31,
|
||||||||||||||||
(Thousands of U.S. Dollars)
|
2018
|
|
% Change
|
|
2017
|
|
% Change
|
|
2016
|
||||||||
Cash and Cash Equivalents
|
$
|
51,040
|
|
|
314
|
|
|
$
|
12,326
|
|
|
(51
|
)
|
|
$
|
25,175
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current Restricted Cash and Cash Equivalents
|
$
|
1,269
|
|
|
(89
|
)
|
|
$
|
11,787
|
|
|
42
|
|
|
$
|
8,322
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revolving Credit Facility
|
$
|
—
|
|
|
(100
|
)
|
|
$
|
148,000
|
|
|
64
|
|
|
$
|
90,000
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes
|
$
|
300,000
|
|
|
100
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Convertible Notes
|
$
|
115,000
|
|
|
—
|
|
|
$
|
115,000
|
|
|
—
|
|
|
$
|
115,000
|
|
|
Year Ended December 31,
|
||||||||
|
2018
|
2017
|
2016
|
||||||
Sources of cash and cash equivalents:
|
|
|
|
||||||
Net income (loss)
|
$
|
102,616
|
|
$
|
(31,708
|
)
|
$
|
(465,565
|
)
|
Adjustments to reconcile net loss to funds flow from operations
|
|
|
|
||||||
DD&A expenses
|
197,867
|
|
131,335
|
|
139,535
|
|
|||
Asset impairment
|
—
|
|
1,514
|
|
616,649
|
|
|||
Deferred tax expense (recovery)
|
4,968
|
|
44,716
|
|
(204,791
|
)
|
|||
Stock-based compensation expense
|
8,299
|
|
9,775
|
|
6,339
|
|
|||
Amortization of debt issuance costs
|
3,183
|
|
2,415
|
|
5,691
|
|
|||
Cash settlement of RSUs
|
(360
|
)
|
(564
|
)
|
(1,234
|
)
|
|||
Unrealized foreign exchange loss (gain)
|
11,511
|
|
837
|
|
(1,428
|
)
|
|||
Financial instruments loss
|
12,296
|
|
15,929
|
|
10,279
|
|
|||
Cash settlement of financial instruments
|
(33,931
|
)
|
1,563
|
|
438
|
|
|||
Loss on sale and (gain) on acquisition
|
—
|
|
44,385
|
|
(929
|
)
|
|||
Funds flow from operations
(1)
|
306,449
|
|
220,197
|
|
104,984
|
|
|||
Proceeds from issuance of Senior Notes, net of issuance costs
|
288,131
|
|
—
|
|
—
|
|
|||
Proceeds from other debt, net of issuance costs
|
4,560
|
|
167,043
|
|
256,065
|
|
|||
Changes in non-cash investing working capital
|
17,704
|
|
19,680
|
|
21,116
|
|
|||
Proceeds from exercise of stock options
|
1,429
|
|
—
|
|
—
|
|
|||
Proceeds from issuance of Common Stock, net of issuance costs
|
—
|
|
—
|
|
128,273
|
|
|||
Proceeds from issuance of subscription receipts, net of issuance costs
|
—
|
|
—
|
|
165,805
|
|
|||
Proceeds from issuance of Convertible Notes, net of issuance costs
|
—
|
|
—
|
|
109,090
|
|
|||
Net proceeds from sale of business units
|
—
|
|
32,968
|
|
—
|
|
|||
Proceeds from sale of marketable securities
|
—
|
|
—
|
|
2,325
|
|
|||
Proceeds from oil and gas properties
|
—
|
|
—
|
|
6,000
|
|
|||
Foreign exchange gain on cash, cash equivalents and restricted cash and cash equivalents
|
—
|
|
—
|
|
354
|
|
|||
|
618,273
|
|
439,888
|
|
794,012
|
|
|||
Uses of cash and cash equivalents:
|
|
|
|
||||||
Acquisitions of PetroLatina and Petroamerica, net of cash acquired
|
—
|
|
—
|
|
(488,196
|
)
|
|||
Additions to property, plant and equipment - property acquisitions
|
(53,200
|
)
|
(34,410
|
)
|
(19,388
|
)
|
|||
Additions to property, plant and equipment
|
(347,093
|
)
|
(251,041
|
)
|
(127,789
|
)
|
|||
Repayment of debt
|
(153,000
|
)
|
(110,000
|
)
|
(252,181
|
)
|
|||
Cash paid for investments
|
—
|
|
(11,000
|
)
|
—
|
|
|||
Changes in non-cash operating working capital
|
(21,421
|
)
|
(29,217
|
)
|
(11,337
|
)
|
|||
Cash settlement of asset retirement obligation
|
(519
|
)
|
(1,336
|
)
|
(605
|
)
|
|||
Repurchase of shares of Common Stock
|
(12,742
|
)
|
(17,916
|
)
|
—
|
|
|||
Foreign exchange loss on cash, cash equivalents and restricted cash and cash equivalents
|
(2,668
|
)
|
(1,557
|
)
|
—
|
|
|||
|
(590,643
|
)
|
(456,477
|
)
|
(899,496
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents
|
$
|
27,630
|
|
$
|
(16,589
|
)
|
$
|
(105,484
|
)
|
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
2023 and beyond
|
||||||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior Notes
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
Convertible Notes
|
115,000
|
|
|
—
|
|
|
115,000
|
|
|
—
|
|
|
—
|
|
|||||
Total long-term debt
|
415,000
|
|
|
—
|
|
|
115,000
|
|
|
—
|
|
|
300,000
|
|
|||||
Interest payments
(1)
|
127,730
|
|
|
24,500
|
|
|
44,688
|
|
|
37,500
|
|
|
21,042
|
|
|||||
Oil transportation services
|
7,053
|
|
|
3,842
|
|
|
3,211
|
|
|
—
|
|
|
—
|
|
|||||
Power generation facility
|
15,084
|
|
|
3,810
|
|
|
7,631
|
|
|
3,643
|
|
|
—
|
|
|||||
Operating leases
|
7,528
|
|
|
2,409
|
|
|
4,074
|
|
|
1,045
|
|
|
—
|
|
|||||
Total
|
$
|
572,395
|
|
|
$
|
34,561
|
|
|
$
|
174,604
|
|
|
$
|
42,188
|
|
|
$
|
321,042
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
OIL AND NATURAL GAS SALES (NOTE 9)
|
|
$
|
613,431
|
|
|
$
|
421,734
|
|
|
$
|
289,269
|
|
|
|
|
|
|
|
|
||||||
EXPENSES
|
|
|
|
|
|
|
||||||
Operating
|
|
111,272
|
|
|
87,855
|
|
|
64,173
|
|
|||
Workover
|
|
34,437
|
|
|
22,014
|
|
|
22,752
|
|
|||
Transportation
|
|
28,993
|
|
|
25,107
|
|
|
31,776
|
|
|||
Depletion, depreciation and accretion (Note 5)
|
|
197,867
|
|
|
131,335
|
|
|
139,535
|
|
|||
Asset impairment (Notes 5)
|
|
—
|
|
|
1,514
|
|
|
616,649
|
|
|||
General and administrative
|
|
39,483
|
|
|
39,014
|
|
|
33,218
|
|
|||
Severance
|
|
2,361
|
|
|
1,287
|
|
|
1,319
|
|
|||
Transaction
|
|
—
|
|
|
—
|
|
|
7,325
|
|
|||
Equity tax
|
|
—
|
|
|
1,224
|
|
|
3,098
|
|
|||
Foreign exchange loss (gain)
|
|
9,957
|
|
|
2,067
|
|
|
(1,469
|
)
|
|||
Financial instruments loss (Note 13)
|
|
12,296
|
|
|
15,929
|
|
|
10,279
|
|
|||
Interest expense (Note 6)
|
|
27,364
|
|
|
13,882
|
|
|
14,145
|
|
|||
|
|
464,030
|
|
|
341,228
|
|
|
942,800
|
|
|||
|
|
|
|
|
|
|
||||||
(LOSS) ON SALE AND GAIN ON ACQUISITION (NOTE 5)
|
|
—
|
|
|
(44,385
|
)
|
|
929
|
|
|||
INTEREST INCOME
|
|
2,086
|
|
|
1,209
|
|
|
2,368
|
|
|||
INCOME (LOSS) BEFORE INCOME TAXES
|
|
151,487
|
|
|
37,330
|
|
|
(650,234
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME TAX EXPENSE (RECOVERY)
|
|
|
|
|
|
|
||||||
Current (Note 10)
|
|
43,903
|
|
|
24,322
|
|
|
20,122
|
|
|||
Deferred (Note 10)
|
|
4,968
|
|
|
44,716
|
|
|
(204,791
|
)
|
|||
|
|
48,871
|
|
|
69,038
|
|
|
(184,669
|
)
|
|||
NET AND COMPREHENSIVE INCOME (LOSS)
|
|
$
|
102,616
|
|
|
$
|
(31,708
|
)
|
|
$
|
(465,565
|
)
|
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS) PER SHARE
|
|
|
|
|
|
|
||||||
–
BASIC
|
|
$
|
0.26
|
|
|
$
|
(0.08
|
)
|
|
$
|
(1.45
|
)
|
–
DILUTED
|
|
$
|
0.26
|
|
|
$
|
(0.08
|
)
|
|
$
|
(1.45
|
)
|
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC (Note 7)
|
|
390,930,453
|
|
|
396,683,593
|
|
|
320,851,538
|
|
|||
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED (Note 7)
|
|
427,119,872
|
|
|
396,683,593
|
|
|
320,851,538
|
|
|
As at December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents (Note 14)
|
$
|
51,040
|
|
|
$
|
12,326
|
|
Restricted cash and cash equivalents (Notes 8 and 14)
|
1,269
|
|
|
11,787
|
|
||
Accounts receivable (Note 4)
|
26,177
|
|
|
45,353
|
|
||
Investment (Note 13)
|
32,724
|
|
|
25,055
|
|
||
Taxes receivable
|
78,259
|
|
|
40,831
|
|
||
Other current assets
|
13,056
|
|
|
9,893
|
|
||
Total Current Assets
|
202,525
|
|
|
145,245
|
|
||
|
|
|
|
||||
Oil and Gas Properties (using the full cost method of accounting)
|
|
|
|
|
|
||
Proved
|
853,428
|
|
|
629,081
|
|
||
Unproved
|
456,598
|
|
|
464,948
|
|
||
Total Oil and Gas Properties
|
1,310,026
|
|
|
1,094,029
|
|
||
Other capital assets
|
2,751
|
|
|
5,195
|
|
||
Total Property, Plant and Equipment (Notes 5)
|
1,312,777
|
|
|
1,099,224
|
|
||
|
|
|
|
||||
Other Long-Term Assets
|
|
|
|
|
|
||
Deferred tax assets (Note 10)
|
45,437
|
|
|
57,310
|
|
||
Investment (Note 13)
|
8,711
|
|
|
19,147
|
|
||
Other long-term assets (Note 14)
|
4,553
|
|
|
6,112
|
|
||
Goodwill
|
102,581
|
|
|
102,581
|
|
||
Total Other Long-Term Assets
|
161,282
|
|
|
185,150
|
|
||
Total Assets
|
$
|
1,676,584
|
|
|
$
|
1,429,619
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities (Note 11)
|
$
|
154,670
|
|
|
$
|
126,199
|
|
Derivatives (Note 13)
|
1,017
|
|
|
21,151
|
|
||
Taxes payable (Note 10)
|
4,149
|
|
|
9,324
|
|
||
Equity compensation award liability (Note 7)
|
9,544
|
|
|
295
|
|
||
Total Current Liabilities
|
169,380
|
|
|
156,969
|
|
||
|
|
|
|
||||
Long-Term Liabilities
|
|
|
|
|
|
||
Long-term debt (Notes 6 and 13)
|
399,415
|
|
|
256,542
|
|
||
Deferred tax liabilities (Note 10)
|
23,419
|
|
|
28,417
|
|
||
Asset retirement obligation (Note 8)
|
43,676
|
|
|
31,241
|
|
||
Equity compensation award liability (Note 7)
|
8,139
|
|
|
11,135
|
|
||
Other long-term liabilities
|
2,805
|
|
|
8,980
|
|
||
Total Long-Term Liabilities
|
477,454
|
|
|
336,315
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Note 12)
|
|
|
|
|
|
||
Subsequent Event (Note 15)
|
|
|
|
||||
Shareholders’ Equity
|
|
|
|
|
|
||
Common Stock (Note 7) (387,079,027 and 385,191,042 shares of Common Stock and nil and 6,111,665 exchangeable shares, par value $0.001 per share, issued and outstanding as at December 31, 2018 and December 31, 2017, respectively)
|
10,290
|
|
|
10,295
|
|
||
Additional paid in capital
|
1,318,048
|
|
|
1,327,244
|
|
||
Deficit
|
(298,588
|
)
|
|
(401,204
|
)
|
||
Total Shareholders’ Equity
|
1,029,750
|
|
|
936,335
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
1,676,584
|
|
|
$
|
1,429,619
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
102,616
|
|
|
$
|
(31,708
|
)
|
|
$
|
(465,565
|
)
|
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
|
|
|
|
|
|
|
|||||
Depletion, depreciation and accretion (Note 5)
|
197,867
|
|
|
131,335
|
|
|
139,535
|
|
|||
Asset impairment (Notes 5)
|
—
|
|
|
1,514
|
|
|
616,649
|
|
|||
Deferred tax expense (recovery) (Note 10)
|
4,968
|
|
|
44,716
|
|
|
(204,791
|
)
|
|||
Stock-based compensation (Note 7)
|
8,299
|
|
|
9,775
|
|
|
6,339
|
|
|||
Amortization of debt issuance costs (Note 6)
|
3,183
|
|
|
2,415
|
|
|
5,691
|
|
|||
Cash settlement of restricted share units
|
(360
|
)
|
|
(564
|
)
|
|
(1,234
|
)
|
|||
Unrealized foreign exchange loss (gain)
|
11,511
|
|
|
837
|
|
|
(1,428
|
)
|
|||
Financial instruments loss (Note 13)
|
12,296
|
|
|
15,929
|
|
|
10,279
|
|
|||
Cash settlement of financial instruments
|
(33,931
|
)
|
|
1,563
|
|
|
438
|
|
|||
Cash settlement of asset retirement obligation (Note 8)
|
(519
|
)
|
|
(1,336
|
)
|
|
(605
|
)
|
|||
Loss on sale and (gain) on acquisition (Note 5)
|
—
|
|
|
44,385
|
|
|
(929
|
)
|
|||
Net change in assets and liabilities from operating activities (Note 14)
|
(21,421
|
)
|
|
(29,217
|
)
|
|
(11,337
|
)
|
|||
Net cash provided by operating activities
|
284,509
|
|
|
189,644
|
|
|
93,042
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
||||
Additions to property, plant and equipment (Note 5)
|
(347,093
|
)
|
|
(251,041
|
)
|
|
(127,789
|
)
|
|||
Property acquisitions (Note 5)
|
(53,200
|
)
|
|
(34,410
|
)
|
|
(19,388
|
)
|
|||
Net proceeds from sale of business units (Note 5)
|
—
|
|
|
32,968
|
|
|
—
|
|
|||
Cash paid for investments (Note 5)
|
—
|
|
|
(11,000
|
)
|
|
—
|
|
|||
Cash paid for business combinations, net of cash acquired
|
—
|
|
|
—
|
|
|
(488,196
|
)
|
|||
Proceeds from the sale of oil and gas properties
|
—
|
|
|
—
|
|
|
6,000
|
|
|||
Proceeds from sale of marketable securities (Note 13)
|
—
|
|
|
—
|
|
|
2,325
|
|
|||
Changes in non-cash investing working capital
|
17,704
|
|
|
19,680
|
|
|
21,116
|
|
|||
Net cash used in investing activities
|
(382,589
|
)
|
|
(243,803
|
)
|
|
(605,932
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of Senior Notes, net of issuance costs (Note 6)
|
288,131
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from bank debt, net of issuance costs
|
4,560
|
|
|
167,043
|
|
|
256,065
|
|
|||
Repayment of bank debt
|
(153,000
|
)
|
|
(110,000
|
)
|
|
(252,181
|
)
|
|||
Proceeds from exercise of stock options
|
1,429
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of shares of Common Stock (Note 7)
|
(12,742
|
)
|
|
(17,916
|
)
|
|
—
|
|
|||
Proceeds from issuance of shares of Common Stock, net of issuance costs
|
—
|
|
|
—
|
|
|
128,273
|
|
|||
Proceeds from issuance of subscription receipts, net of issuance costs
|
—
|
|
|
—
|
|
|
165,805
|
|
|||
Proceeds from issuance of Convertible Notes, net of issuance costs
|
—
|
|
|
—
|
|
|
109,090
|
|
|||
Net cash provided by financing activities
|
128,378
|
|
|
39,127
|
|
|
407,052
|
|
|||
|
|
|
|
|
|
||||||
Foreign exchange (loss) gain on cash, cash equivalents and restricted cash and cash equivalents
|
(2,668
|
)
|
|
(1,557
|
)
|
|
354
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents
|
27,630
|
|
|
(16,589
|
)
|
|
(105,484
|
)
|
|||
Cash and cash equivalents and restricted cash and cash equivalents, beginning of year (Note 14)
|
26,678
|
|
|
43,267
|
|
|
148,751
|
|
|||
Cash and cash equivalents and restricted cash and cash equivalents,
end of year (Note 14)
|
$
|
54,308
|
|
|
$
|
26,678
|
|
|
$
|
43,267
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures (Note 14)
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Share Capital
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
10,295
|
|
|
$
|
10,303
|
|
|
$
|
10,186
|
|
Issuance of Common Stock (Note 7)
|
—
|
|
|
—
|
|
|
117
|
|
|||
Repurchase of Common Stock (Note 7)
|
(5
|
)
|
|
(8
|
)
|
|
—
|
|
|||
Balance, end of year
|
10,290
|
|
|
10,295
|
|
|
10,303
|
|
|||
|
|
|
|
|
|
||||||
Additional Paid in Capital
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
1,327,244
|
|
|
1,342,656
|
|
|
1,019,863
|
|
|||
Issuance of Common Stock, net of share issuance costs (Note 7)
|
—
|
|
|
—
|
|
|
314,425
|
|
|||
Exercise of stock options (Note 7)
|
1,429
|
|
|
—
|
|
|
5,347
|
|
|||
Stock-based compensation (Note 7)
|
2,112
|
|
|
2,496
|
|
|
3,021
|
|
|||
Repurchase of Common Stock (Note 7)
|
(12,737
|
)
|
|
(17,908
|
)
|
|
—
|
|
|||
Balance, end of year
|
1,318,048
|
|
|
1,327,244
|
|
|
1,342,656
|
|
|||
|
|
|
|
|
|
||||||
Deficit
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
(401,204
|
)
|
|
(493,972
|
)
|
|
(28,407
|
)
|
|||
Net income (loss)
|
102,616
|
|
|
(31,708
|
)
|
|
(465,565
|
)
|
|||
Cumulative adjustment for accounting changes related to tax
reorganizations
|
—
|
|
|
124,476
|
|
|
—
|
|
|||
Balance, end of year
|
(298,588
|
)
|
|
(401,204
|
)
|
|
(493,972
|
)
|
|||
|
|
|
|
|
|
||||||
Total Shareholders’ Equity
|
$
|
1,029,750
|
|
|
$
|
936,335
|
|
|
$
|
858,987
|
|
|
Year Ended December 31, 2017
|
||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
|
All Other
|
|
|
Total
|
|
|||
Oil and natural gas sales
|
$
|
413,316
|
|
|
$
|
8,418
|
|
|
$
|
421,734
|
|
DD&A expenses
|
126,453
|
|
|
4,882
|
|
|
131,335
|
|
|||
Asset impairment
|
—
|
|
|
1,514
|
|
|
1,514
|
|
|||
General and administrative expenses
|
23,500
|
|
|
15,514
|
|
|
39,014
|
|
|||
Interest expense
|
486
|
|
|
13,396
|
|
|
13,882
|
|
|||
Loss on sale
|
—
|
|
|
(44,385
|
)
|
|
(44,385
|
)
|
|||
Income (loss) before income taxes
|
111,829
|
|
|
(74,499
|
)
|
|
37,330
|
|
|||
Segment capital expenditures
|
242,636
|
|
|
8,405
|
|
|
251,041
|
|
|||
|
Year Ended December 31, 2016
|
||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
|
All Other
|
|
|
Total
|
|
|||
Oil and natural gas sales
|
$
|
280,872
|
|
|
$
|
8,397
|
|
|
$
|
289,269
|
|
DD&A expenses
|
132,569
|
|
|
6,966
|
|
|
139,535
|
|
|||
Asset impairment
|
514,314
|
|
|
102,335
|
|
|
616,649
|
|
|||
General and administrative expenses
|
17,187
|
|
|
16,031
|
|
|
33,218
|
|
|||
Interest expense
|
—
|
|
|
14,145
|
|
|
14,145
|
|
|||
Gain on acquisition
|
—
|
|
|
929
|
|
|
929
|
|
|||
Loss before income taxes
|
(505,447
|
)
|
|
(144,787
|
)
|
|
(650,234
|
)
|
|||
Segment capital expenditures
|
105,963
|
|
|
21,826
|
|
|
127,789
|
|
|
Year Ended December 31, 2017
|
||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
|
All Other
|
|
|
Total
|
|
|||
Property, plant and equipment
|
$
|
1,096,833
|
|
|
$
|
2,391
|
|
|
$
|
1,099,224
|
|
Goodwill
|
102,581
|
|
|
—
|
|
|
$
|
102,581
|
|
||
All other assets
|
176,980
|
|
|
50,834
|
|
|
$
|
227,814
|
|
||
Total Assets
|
$
|
1,376,394
|
|
|
$
|
53,225
|
|
|
$
|
1,429,619
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2018
|
|
2017
|
||||
Trade
|
$
|
16,332
|
|
|
$
|
37,794
|
|
Other
|
9,845
|
|
|
7,559
|
|
||
|
$
|
26,177
|
|
|
$
|
45,353
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2018
|
|
2017
|
||||
Oil and natural gas properties
|
|
|
|
|
|||
Proved
|
$
|
3,226,811
|
|
|
$
|
2,810,796
|
|
Unproved
|
456,598
|
|
|
464,948
|
|
||
|
3,683,409
|
|
|
3,275,744
|
|
||
Other
|
19,549
|
|
|
26,401
|
|
||
|
3,702,958
|
|
|
3,302,145
|
|
||
Accumulated depletion and depreciation
|
(2,390,181
|
)
|
|
(2,202,921
|
)
|
||
|
$
|
1,312,777
|
|
|
$
|
1,099,224
|
|
(Thousands of U.S. Dollars)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Impairment of oil and gas properties
|
$
|
—
|
|
|
$
|
1,514
|
|
|
$
|
615,985
|
|
Impairment of inventory
|
—
|
|
|
—
|
|
|
664
|
|
|||
|
$
|
—
|
|
|
$
|
1,514
|
|
|
$
|
616,649
|
|
|
Costs Incurred in
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
2018
|
|
2017
|
|
2016
|
|
Prior to 2016
|
|
Total
|
||||||||||
Acquisition costs - Colombia
|
$
|
29,444
|
|
|
$
|
11,040
|
|
|
$
|
287,565
|
|
|
$
|
26,236
|
|
|
$
|
354,285
|
|
Exploration costs - Colombia
|
36,729
|
|
|
26,058
|
|
|
6,670
|
|
|
32,856
|
|
|
102,313
|
|
|||||
|
$
|
66,173
|
|
|
$
|
37,098
|
|
|
$
|
294,235
|
|
|
$
|
59,092
|
|
|
$
|
456,598
|
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
|
2018
|
|
2017
|
||||
Senior notes (a)
|
|
$
|
300,000
|
|
|
$
|
—
|
|
Convertible notes (b)
|
|
$
|
115,000
|
|
|
$
|
115,000
|
|
Revolving credit facility (c)
|
|
—
|
|
|
148,000
|
|
||
Unamortized debt issuance costs
|
|
(15,585
|
)
|
|
(6,458
|
)
|
||
Long-term debt
|
|
$
|
399,415
|
|
|
$
|
256,542
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of U.S. Dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Contractual interest and other financing expenses
|
$
|
24,181
|
|
|
$
|
11,467
|
|
|
$
|
8,454
|
|
Amortization of debt issuance costs
|
3,183
|
|
|
2,415
|
|
|
5,691
|
|
|||
|
$
|
27,364
|
|
|
$
|
13,882
|
|
|
$
|
14,145
|
|
|
Shares of Common Stock
|
|
Exchangeable Shares of Gran Tierra Exchangeco Inc.
|
|
Exchangeable Shares of Gran Tierra Goldstrike Inc.
|
|||
Balance, December 31, 2017
|
385,191,042
|
|
|
4,422,776
|
|
|
1,688,889
|
|
Options exercised
|
549,189
|
|
|
—
|
|
|
—
|
|
Shares repurchased and canceled
|
(4,772,869
|
)
|
|
—
|
|
|
—
|
|
Exchange of exchangeable shares
|
6,111,665
|
|
|
(4,422,776
|
)
|
|
(1,688,889
|
)
|
Balance, December 31, 2018
|
387,079,027
|
|
|
—
|
|
|
—
|
|
|
PSUs
|
DSUs
|
RSUs
|
|
Stock Options
|
||||||||
|
Number of Outstanding Share Units
|
Number of Outstanding Share Units
|
Number of Outstanding Share Units
|
|
Number of Outstanding Stock Options
|
|
Weighted Average Exercise Price /Stock Option ($)
|
||||||
Balance, December 31, 2017
|
6,131,951
|
|
455,768
|
|
122,090
|
|
|
8,960,692
|
|
|
$
|
3.65
|
|
Granted
|
3,879,667
|
|
229,125
|
|
—
|
|
|
2,114,869
|
|
|
2.55
|
|
|
Exercised
|
—
|
|
—
|
|
(120,268
|
)
|
|
(549,189
|
)
|
|
2.60
|
|
|
Forfeited
|
(1,006,957
|
)
|
—
|
|
—
|
|
|
(856,772
|
)
|
|
4.56
|
|
|
Expired
|
—
|
|
—
|
|
(1,822
|
)
|
|
(635,188
|
)
|
|
6.47
|
|
|
Balance, December 31, 2018
|
9,004,661
|
|
684,893
|
|
—
|
|
|
9,034,412
|
|
|
$
|
3.18
|
|
Vested and exercisable, at December 31, 2018
|
|
|
|
|
5,649,640
|
|
|
$
|
3.55
|
|
|||
Vested, or expected to vest, at December 31, 2018, through the life of the options
|
|
|
|
|
8,879,351
|
|
|
$
|
3.19
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Dividend yield (per share)
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Volatility
|
51% to 55%
|
|
|
51% to 53%
|
|
|
50% to 54%
|
|
Weighted average volatility
|
54
|
%
|
|
52
|
%
|
|
52
|
%
|
Risk-free interest rate
|
2.18% to 3.00%
|
|
|
1.75% to 2.10%
|
|
|
0.94% to 1.78%
|
|
Expected term
|
4-5 years
|
|
|
4-5 years
|
|
|
4-5 years
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Weighted Average number of common and exchangeable shares outstanding
|
390,930,453
|
|
|
396,683,593
|
|
|
320,851,538
|
|
Shares issuable pursuant to stock options
|
4,207,542
|
|
|
—
|
|
|
—
|
|
Shares assumed to be purchased from proceeds of stock options
|
(3,832,516
|
)
|
|
—
|
|
|
—
|
|
Shares issuable on conversion of Convertible Notes
|
35,814,393
|
|
|
—
|
|
|
—
|
|
Weighted average number of diluted common and exchange shares outstanding
|
427,119,872
|
|
|
396,683,593
|
|
|
320,851,538
|
|
|
Year Ended December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2018
|
|
2017
|
||||
Balance, beginning of year
|
$
|
31,564
|
|
|
$
|
43,357
|
|
Liability incurred
|
6,985
|
|
|
3,403
|
|
||
Settlements
|
(600
|
)
|
|
(1,507
|
)
|
||
Accretion
|
2,772
|
|
|
3,825
|
|
||
Revisions in estimated liability
|
2,351
|
|
|
(4,095
|
)
|
||
Liabilities associated with assets sold
|
—
|
|
|
(16,932
|
)
|
||
Liabilities assumed in acquisitions
|
727
|
|
|
3,513
|
|
||
Balance, end of year
|
$
|
43,799
|
|
|
$
|
31,564
|
|
|
|
|
|
||||
Asset retirement obligation - current
|
$
|
123
|
|
|
$
|
323
|
|
Asset retirement obligation - long-term
|
43,676
|
|
|
31,241
|
|
||
Balance, end of year
|
$
|
43,799
|
|
|
$
|
31,564
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of U.S. Dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Income (Loss) before income taxes
|
|
|
|
|
|
||||||
United States
|
$
|
(14,610
|
)
|
|
$
|
(51,215
|
)
|
|
$
|
(23,986
|
)
|
Foreign
|
166,097
|
|
|
88,545
|
|
|
(626,248
|
)
|
|||
|
151,487
|
|
|
37,330
|
|
|
(650,234
|
)
|
|||
|
21
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Income tax expense (recovery) expected
|
31,812
|
|
|
13,066
|
|
|
(227,582
|
)
|
|||
Impact of foreign taxes
|
34,629
|
|
|
12,310
|
|
|
(9,799
|
)
|
|||
Other local taxes
|
297
|
|
|
1,056
|
|
|
1,998
|
|
|||
Stock-based compensation
|
184
|
|
|
2,001
|
|
|
1,955
|
|
|||
Change in valuation allowance
|
(21,953
|
)
|
|
52,269
|
|
|
47,675
|
|
|||
Non-deductible third party royalty in Colombia
|
1,813
|
|
|
3,194
|
|
|
2,550
|
|
|||
Other permanent differences
|
2,089
|
|
|
(14,858
|
)
|
|
(1,466
|
)
|
|||
Total income tax expense (recovery)
|
$
|
48,871
|
|
|
$
|
69,038
|
|
|
$
|
(184,669
|
)
|
|
|
|
|
|
|
||||||
Effective Tax Rate
|
32
|
%
|
|
185
|
%
|
|
28
|
%
|
|||
|
|
|
|
|
|
||||||
Current income tax expense
|
|
|
|
|
|
||||||
United States
|
$
|
—
|
|
|
$
|
3,457
|
|
|
$
|
1,818
|
|
Foreign
|
43,903
|
|
|
20,865
|
|
|
18,304
|
|
|||
|
43,903
|
|
|
24,322
|
|
|
20,122
|
|
|||
Deferred income tax expense (recovery)
|
|
|
|
|
|
||||||
Foreign
(1)
|
4,968
|
|
|
44,716
|
|
|
(204,791
|
)
|
|||
Total income tax expense (recovery)
|
$
|
48,871
|
|
|
$
|
69,038
|
|
|
$
|
(184,669
|
)
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2018
|
|
2017
|
||||
Deferred Tax Assets
|
|
|
|
|
|
||
Tax benefit of operating loss carryforwards
|
$
|
51,042
|
|
|
$
|
60,460
|
|
Tax basis in excess of book basis
|
8,854
|
|
|
62,768
|
|
||
Foreign tax credits and other accruals
|
79,820
|
|
|
70,157
|
|
||
Tax benefit of capital loss carryforwards
|
32,737
|
|
|
52,575
|
|
||
Deferred tax assets before valuation allowance
|
172,453
|
|
|
245,960
|
|
||
Valuation allowance
|
(127,016
|
)
|
|
(188,650
|
)
|
||
|
45,437
|
|
|
57,310
|
|
||
Deferred Tax Liabilities
|
23,419
|
|
|
28,417
|
|
||
Net Deferred Tax Assets
|
$
|
22,018
|
|
|
$
|
28,893
|
|
|
Year Ended December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2018
|
|
2017
|
||||
Trade
|
$
|
123,905
|
|
|
$
|
95,386
|
|
Royalties
|
3,550
|
|
|
6,867
|
|
||
Employee compensation
|
8,195
|
|
|
8,908
|
|
||
Other
|
19,020
|
|
|
15,038
|
|
||
|
$
|
154,670
|
|
|
$
|
126,199
|
|
|
Year ending December 31
|
||||||||||||||||||||||||||
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil transportation services
|
$
|
7,053
|
|
|
$
|
3,842
|
|
|
$
|
3,211
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Power generation facility
|
15,084
|
|
|
3,810
|
|
|
3,821
|
|
|
3,810
|
|
|
3,643
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
7,528
|
|
|
2,409
|
|
|
2,499
|
|
|
1,575
|
|
|
1,045
|
|
|
—
|
|
|
—
|
|
|||||||
|
$
|
29,665
|
|
|
$
|
10,061
|
|
|
$
|
9,531
|
|
|
$
|
5,385
|
|
|
$
|
4,688
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2018
|
|
2017
|
||||
Investment - current and long-term assets
|
$
|
41,435
|
|
|
$
|
44,202
|
|
Derivative asset
|
—
|
|
|
302
|
|
||
|
$
|
41,435
|
|
|
$
|
44,504
|
|
|
|
|
|
||||
Derivative liability
|
$
|
1,017
|
|
|
$
|
21,151
|
|
RSU, PSU and DSU liability
|
17,683
|
|
|
11,430
|
|
||
|
$
|
18,700
|
|
|
$
|
32,581
|
|
(Thousands of U.S. Dollars)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Commodity price derivative loss
|
$
|
13,972
|
|
|
$
|
17,327
|
|
|
$
|
7,370
|
|
Foreign currency derivative gain
|
(890
|
)
|
|
(1,287
|
)
|
|
(1,016
|
)
|
|||
Investment gain
|
(786
|
)
|
|
(111
|
)
|
|
—
|
|
|||
Trading securities loss
|
—
|
|
|
—
|
|
|
3,925
|
|
|||
|
$
|
12,296
|
|
|
$
|
15,929
|
|
|
$
|
10,279
|
|
|
Year Ended December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2018
|
|
2017
|
||||
Opening balance
|
$
|
19,147
|
|
|
$
|
—
|
|
Acquisition
|
—
|
|
|
19,091
|
|
||
Transfer from long-term (Level 3) to current (Level 1)
|
(10,522
|
)
|
|
—
|
|
||
Unrealized gain on valuation
|
846
|
|
|
56
|
|
||
Unrealized loss on foreign exchange
|
(760
|
)
|
|
—
|
|
||
Closing balance
|
$
|
8,711
|
|
|
$
|
19,147
|
|
(Thousands of U.S. Dollars)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
$
|
51,040
|
|
|
$
|
12,326
|
|
|
$
|
25,175
|
|
Restricted cash and cash equivalents - current
|
1,269
|
|
|
11,787
|
|
|
8,322
|
|
|||
Restricted cash and cash equivalents - long-term
(1)
|
1,999
|
|
|
2,565
|
|
|
9,770
|
|
|||
|
$
|
54,308
|
|
|
$
|
26,678
|
|
|
$
|
43,267
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Accounts receivable and other long-term assets
|
$
|
17,674
|
|
|
$
|
(2,494
|
)
|
|
$
|
(29
|
)
|
Derivatives
|
1,017
|
|
|
—
|
|
|
(3,546
|
)
|
|||
Inventory
|
(2,127
|
)
|
|
(78
|
)
|
|
5,510
|
|
|||
Other prepaids
|
547
|
|
|
2,674
|
|
|
(615
|
)
|
|||
Accounts payable and accrued and other long-term liabilities
|
9,034
|
|
|
15,617
|
|
|
(9,691
|
)
|
|||
Prepaid tax and taxes receivable and payable
|
(47,566
|
)
|
|
(44,936
|
)
|
|
(2,966
|
)
|
|||
Net changes in assets and liabilities from operating activities
|
$
|
(21,421
|
)
|
|
$
|
(29,217
|
)
|
|
$
|
(11,337
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash paid for income taxes
|
$
|
46,277
|
|
|
$
|
54,505
|
|
|
$
|
64,067
|
|
Cash paid for interest
|
$
|
16,038
|
|
|
$
|
9,684
|
|
|
$
|
5,624
|
|
|
|
|
|
|
|
||||||
Non-cash investing activities:
|
|
|
|
|
|
|
|
||||
Net liabilities related to property, plant and equipment, end of year
|
$
|
85,204
|
|
|
$
|
76,352
|
|
|
$
|
55,181
|
|
|
|
Colombia
|
||||
|
|
Liquids
(1)
|
|
Gas
|
||
|
|
(Mbbl)
|
|
(MMcf)
|
||
Proved NAR Reserves, December 31, 2015
|
|
33,386
|
|
|
1,823
|
|
Purchases of reserves in place
|
|
20,568
|
|
|
—
|
|
Extensions and discoveries
|
|
1,142
|
|
|
435
|
|
Production
|
|
(8,125
|
)
|
|
(592
|
)
|
Revisions of previous estimates
|
|
(1,093
|
)
|
|
(71
|
)
|
Proved NAR Reserves, December 31, 2016
|
|
45,878
|
|
|
1,595
|
|
Purchases of reserves in place
|
|
2,041
|
|
|
—
|
|
Extensions and discoveries
|
|
9,543
|
|
|
—
|
|
Improved recoveries
|
|
2,461
|
|
|
—
|
|
Technical revisions
|
|
7,627
|
|
|
1,077
|
|
Discoveries
|
|
873
|
|
|
—
|
|
Production
|
|
(9,469
|
)
|
|
(588
|
)
|
Proved NAR Reserves, December 31, 2017
|
|
58,954
|
|
|
2,084
|
|
Purchases of reserves in place
|
|
1,871
|
|
|
—
|
|
Extensions
|
|
6,357
|
|
|
—
|
|
Technical revisions
|
|
(3,502
|
)
|
|
307
|
|
Discoveries
|
|
811
|
|
|
—
|
|
Production
|
|
(10,569
|
)
|
|
(209
|
)
|
Proved NAR Reserves, December 31, 2018
|
|
53,922
|
|
|
2,182
|
|
|
|
|
|
|
||
Proved Developed Reserves NAR, December 31, 2017
|
|
39,487
|
|
|
1,431
|
|
Proved Developed Reserves NAR, December 31, 2018
|
|
36,805
|
|
|
1,253
|
|
|
|
|
|
|
||
Proved Undeveloped Reserves NAR, December 31, 2016
|
|
10,349
|
|
|
127
|
|
Proved Undeveloped Reserves NAR, December 31, 2017
|
|
19,467
|
|
|
653
|
|
Proved Undeveloped Reserves NAR, December 31, 2018
|
|
17,117
|
|
|
929
|
|
(Thousands of U.S. Dollars)
|
Proved Properties
|
|
Unproved Properties
|
|
Accumulated
Depletion, Depreciation and Impairment |
|
Net Capitalized Costs
|
||||||||
Balance, December 31, 2018
|
$
|
3,226,811
|
|
|
$
|
456,598
|
|
|
$
|
(2,373,383
|
)
|
|
$
|
1,310,026
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2017
|
$
|
2,810,796
|
|
|
$
|
464,948
|
|
|
$
|
(2,181,715
|
)
|
|
$
|
1,094,029
|
|
(Thousands of U.S. Dollars)
|
|
Colombia
|
|
Brazil
|
|
Peru
|
|
Total
|
||||||||
Balance, December 31, 2015
|
|
$
|
1,882,954
|
|
|
$
|
220,344
|
|
|
$
|
444,878
|
|
|
$
|
2,548,176
|
|
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
|
|
|
235,490
|
|
|
449,863
|
|
|
3,583,144
|
|
||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
||||||||
Proved
|
|
28,405
|
|
|
1,565
|
|
|
—
|
|
|
29,970
|
|
||||
Unproved
|
|
8,649
|
|
|
—
|
|
|
4,314
|
|
|
12,963
|
|
||||
Exploration costs
|
|
64,003
|
|
|
—
|
|
|
—
|
|
|
64,003
|
|
||||
Development costs
|
|
171,498
|
|
|
—
|
|
|
|
|
171,498
|
|
|||||
Balance, December 31, 2017
|
|
3,170,346
|
|
|
237,055
|
|
|
454,177
|
|
|
3,861,578
|
|
||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
||||||||
Proved
|
|
22,213
|
|
|
—
|
|
|
—
|
|
|
22,213
|
|
||||
Unproved
|
|
29,999
|
|
|
—
|
|
|
—
|
|
|
29,999
|
|
||||
Exploration costs
|
|
77,989
|
|
|
—
|
|
|
—
|
|
|
77,989
|
|
||||
Development costs
|
|
245,974
|
|
|
—
|
|
|
—
|
|
|
245,974
|
|
||||
Balance, December 31, 2018
|
|
$
|
3,546,521
|
|
|
$
|
237,055
|
|
|
$
|
454,177
|
|
|
$
|
4,237,753
|
|
(Thousands of U.S. Dollars)
|
Colombia
|
||
December 31, 2018
|
|
||
Oil and natural gas sales
|
$
|
613,431
|
|
Production costs
|
(174,702
|
)
|
|
Exploration expenses
|
—
|
|
|
DD&A expenses
|
(195,958
|
)
|
|
Asset Impairment
|
—
|
|
|
Income tax expense
|
(45,293
|
)
|
|
Results of Operations
|
$
|
197,478
|
|
|
|
||
December 31, 2017
|
|
||
Oil and natural gas sales
|
$
|
413,316
|
|
Production costs
|
(132,829
|
)
|
|
Exploration expenses
|
—
|
|
|
DD&A expenses
|
(126,453
|
)
|
|
Asset Impairment
|
—
|
|
|
Income tax expense
|
(64,000
|
)
|
|
Results of Operations
|
$
|
90,034
|
|
|
|
||
December 31, 2016
|
|
||
Oil and natural gas sales
|
$
|
280,872
|
|
Production costs
|
(116,141
|
)
|
|
Exploration expenses
|
—
|
|
|
DD&A expenses
|
(132,569
|
)
|
|
Asset Impairment
|
(514,314
|
)
|
|
Income tax expense
|
187,168
|
|
|
Results of Operations
|
$
|
(294,984
|
)
|
|
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
|
|
|
||||
2018
|
$
|
61.16
|
|
$
|
—
|
|
2017
|
$
|
43.00
|
|
$
|
—
|
|
2016
|
$
|
31.67
|
|
$
|
31.42
|
|
Weighted average production costs
|
|
|
||||
2018
|
$
|
18.18
|
|
$
|
—
|
|
2017
|
$
|
15.73
|
|
$
|
—
|
|
2016
|
$
|
15.42
|
|
$
|
12.19
|
|
•
|
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, 2018
|
|
|
|
|
|
||||||
Future cash inflows
|
$
|
3,351,768
|
|
|
$
|
—
|
|
|
$
|
3,351,768
|
|
Future production costs
|
(1,225,259
|
)
|
|
—
|
|
|
(1,225,259
|
)
|
|||
Future development costs
|
(261,563
|
)
|
|
—
|
|
|
(261,563
|
)
|
|||
Future asset retirement obligations
|
(45,045
|
)
|
|
—
|
|
|
(45,045
|
)
|
|||
Future income tax expense
|
(326,856
|
)
|
|
—
|
|
|
(326,856
|
)
|
|||
Future net cash flows
|
1,493,045
|
|
|
—
|
|
|
1,493,045
|
|
|||
10% discount
|
(298,585
|
)
|
|
—
|
|
|
(298,585
|
)
|
|||
Standardized Measure of Discounted Future Net Cash Flows
|
$
|
1,194,460
|
|
|
$
|
—
|
|
|
$
|
1,194,460
|
|
|
|
|
|
|
|
||||||
December 31, 2017
|
|
|
|
|
|
||||||
Future cash inflows
|
$
|
2,570,551
|
|
|
$
|
—
|
|
|
$
|
2,570,551
|
|
Future production costs
|
(1,082,651
|
)
|
|
—
|
|
|
(1,082,651
|
)
|
|||
Future development costs
|
(212,712
|
)
|
|
—
|
|
|
(212,712
|
)
|
|||
Future asset retirement obligations
|
(33,796
|
)
|
|
—
|
|
|
(33,796
|
)
|
|||
Future income tax expense
|
(146,652
|
)
|
|
—
|
|
|
(146,652
|
)
|
|||
Future net cash flows
|
1,094,740
|
|
|
—
|
|
|
1,094,740
|
|
|||
10% discount
|
(246,692
|
)
|
|
—
|
|
|
(246,692
|
)
|
|||
Standardized Measure of Discounted Future Net Cash Flows
|
$
|
848,048
|
|
|
$
|
—
|
|
|
$
|
848,048
|
|
|
|
|
|
|
|
||||||
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
|
|
(Thousands of U.S. Dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance, beginning of year
|
$
|
848,048
|
|
|
$
|
452,705
|
|
|
$
|
464,757
|
|
Sales and transfers of oil and gas produced, net of production costs
|
(368,097
|
)
|
|
(193,197
|
)
|
|
(207,776
|
)
|
|||
Net changes in prices and production costs related to future production
|
858,889
|
|
|
(372,138
|
)
|
|
13,425
|
|
|||
Extensions, discoveries and improved recovery, less related costs
|
159,529
|
|
|
193,672
|
|
|
111
|
|
|||
Previously estimated development costs incurred during the year
|
110,221
|
|
|
71,816
|
|
|
34,917
|
|
|||
Revisions of previous quantity estimates
|
(248,735
|
)
|
|
1,128,440
|
|
|
(263,713
|
)
|
|||
Accretion of discount
|
84,804
|
|
|
(120,231
|
)
|
|
73,076
|
|
|||
Purchases of reserves in place
|
18,814
|
|
|
7,416
|
|
|
186,393
|
|
|||
Sales of reserves in place
|
—
|
|
|
(32,847
|
)
|
|
—
|
|
|||
Net change in income taxes
|
(170,854
|
)
|
|
(112,838
|
)
|
|
178,273
|
|
|||
Changes in future development costs
|
(98,159
|
)
|
|
(174,750
|
)
|
|
(26,758
|
)
|
|||
Net increase (decrease)
|
346,412
|
|
|
395,343
|
|
|
(12,052
|
)
|
|||
Balance, end of year
|
$
|
1,194,460
|
|
|
$
|
848,048
|
|
|
$
|
452,705
|
|
|
Three Months Ended
|
|
Year Ended
|
|||||||||||||
(Thousands of U.S. Dollars, Except Per Share Amounts)
|
March 31, 2018
|
June 30, 2018
|
September 30, 2018
|
December 31, 2018
|
|
December 31, 2018
|
||||||||||
Oil and natural gas sales
|
$
|
138,228
|
|
$
|
163,446
|
|
$
|
175,118
|
|
$
|
136,639
|
|
|
$
|
613,431
|
|
|
|
|
|
|
|
|
||||||||||
Asset impairment
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
17,861
|
|
$
|
20,300
|
|
$
|
75,295
|
|
$
|
(10,840
|
)
|
|
$
|
102,616
|
|
Loss from discontinued operations, net of income taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
17,861
|
|
$
|
20,300
|
|
$
|
75,295
|
|
$
|
(10,840
|
)
|
|
$
|
102,616
|
|
|
|
|
|
|
|
|
||||||||||
Loss per share
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
0.05
|
|
0.05
|
|
0.19
|
|
(0.03
|
)
|
|
0.26
|
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) per share - Basic
|
$
|
0.05
|
|
$
|
0.05
|
|
$
|
0.19
|
|
$
|
(0.03
|
)
|
|
$
|
0.26
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share - Diluted
|
$
|
0.05
|
|
$
|
0.05
|
|
$
|
0.18
|
|
$
|
(0.03
|
)
|
|
$
|
0.26
|
|
|
Three Months Ended
|
|
Year Ended
|
|||||||||||||
(Thousands of U.S. Dollars, Except Per Share Amounts)
|
March 31, 2017
|
June 30,
2017
|
September 30, 2017
|
December 31, 2017
|
|
December 31, 2017
|
||||||||||
Oil and natural gas sales
|
$
|
94,659
|
|
$
|
96,128
|
|
$
|
103,768
|
|
$
|
127,179
|
|
|
$
|
421,734
|
|
|
|
|
|
|
|
|
||||||||||
Asset impairment
|
$
|
283
|
|
$
|
169
|
|
$
|
787
|
|
$
|
275
|
|
|
$
|
1,514
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
$
|
12,771
|
|
$
|
(6,807
|
)
|
$
|
3,130
|
|
$
|
(40,802
|
)
|
|
$
|
(31,708
|
)
|
|
|
|
|
|
|
|
||||||||||
Loss per share - Basic and Diluted
|
$
|
0.03
|
|
$
|
(0.02
|
)
|
$
|
0.01
|
|
$
|
(0.10
|
)
|
|
$
|
(0.08
|
)
|
Plan category
|
|
(a)
Number of securities to be issued upon exercise of outstanding options
(1)
|
|
(b)
Weighted average exercise price of
outstanding options |
|
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
(2)
|
|||
Equity compensation plans approved by security holders
|
|
9,034,412
|
|
|
3.18
|
|
|
16,657,324
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
9,034,412
|
|
|
3.18
|
|
|
16,657.324
|
|
|
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)
|
Exhibit No.
|
Description
|
|
Reference
|
2.2
|
|
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
|
|
|
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
|
|
|
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).
|
|
|
|
|
3.3
|
|
Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on July 9, 2018 (SEC File No. 001-34018).
|
|
|
|
|
|
4.1
|
|
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).
|
|
|
|
|
|
4.2
|
|
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).
|
|
|
|
|
|
4.3
|
|
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).
|
|
|
|
|
|
4.4
|
|
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).
|
|
|
|
|
|
4.5
|
|
Incorporated by reference in Exhibit A 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
|
|
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).
|
|
|
|
|
4.7
|
|
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).
|
|
|
|
|
|
4.8
|
|
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on February 16, 2018 (SEC File No. 001-34018).
|
|
|
|
|
|
4.9
|
|
Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on February 16, 2018 (SEC File No. 001-34018).
|
|
|
|
|
|
10.1
|
|
Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on November 10, 2005 (SEC File No. 333-111656).
|
|
|
|
|
|
10.2
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 17, 2008 (SEC File No. 001-34018).
|
|
|
|
|
|
10.3
|
|
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
|
|
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).
|
|
|
|
|
|
10.5
|
|
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 6, 2017 (SEC File No. 001-34018).
|
|
|
|
|
|
10.6
|
|
Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the SEC on July 6, 2017 (SEC File No. 001-34018).
|
|
|
|
|
|
10.7
|
|
Incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed with the SEC on July 6, 2017 (SEC File No. 001-34018).
|
|
|
|
|
|
10.8
|
|
Incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K filed with the SEC on July 6, 2017 (SEC File No. 001-34018).
|
|
|
|
|
|
10.9
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 2, 2017 (SEC File No. 001-34018).
|
|
|
|
|
|
10.10
|
|
Incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K filed with the SEC on February 27, 2018 (SEC File No. 001-34018).
|
|
|
|
|
|
10.11
|
|
Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed with the SEC on February 27, 2018 (SEC File No. 001-34018).
|
|
|
|
|
|
10.12
|
|
Incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed with the SEC on February 27, 2018 (SEC File No. 001-34018).
|
|
|
|
|
|
10.13
|
|
Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on August 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
|
10.14
|
|
Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 7, 2013 (SEC File No. 001-34018).
|
|
|
|
|
|
10.15
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on August 7, 2013 (SEC File No. 001-34018).
|
|
|
|
|
|
10.16
|
|
Incorporated by reference to Exhibit 3.5 to the Current Report on Form 8-K filed with the SEC on November 4, 2016 (SEC File No. 001-34018).
|
|
|
|
|
|
10.17
|
|
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).
|
|
|
|
|
|
10.18
|
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on July 23, 2018 (SEC File No. 001-34018)
|
|
|
|
|
10.19
|
|
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).
|
|
|
|
|
|
10.20
|
|
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).
|
|
|
|
|
|
10.21
|
|
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).
|
|
|
|
|
|
10.22
|
|
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).
|
|
|
|
|
|
10.23
|
|
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).
|
|
|
|
|
|
10.24
|
|
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).
|
|
|
|
|
|
10.25
|
|
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).
|
|
|
|
|
|
10.26
|
|
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).
|
|
|
|
|
|
10.27
|
|
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).
|
|
|
|
|
|
10.28
|
|
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).
|
|
|
|
|
|
10.29
|
|
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. 001-34018).
|
|
|
|
|
|
10.30
|
|
Incorporated by reference to Exhibit 10.42 to the Annual Report on Form 10-K, filed with the SEC on March 1, 2017 (SEC File No. 001-34018).
|
|
|
|
|
|
10.31
|
|
Incorporated by reference to Exhibit 10.43 to the Annual Report on Form 10-K, filed with the SEC on March 1, 2017 (SEC File No. 001-34018).
|
|
|
|
|
|
10.32
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on February 15, 2017 (SEC File No. 001-34018).
|
|
|
|
|
|
10.33
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on May 19, 2017 (SEC File No. 001-34018).
|
|
|
|
|
|
10.34
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on August 4, 2017 (SEC File No. 001-34018).
|
|
|
|
|
|
10.35
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on September 21, 2017 (SEC File No. 001-34018).
|
|
|
|
|
|
10.36
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on November 14, 2017 (SEC File No. 001-34018).
|
|
|
|
|
|
10.37
|
|
|
Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on August 2, 2018 (SEC File No. 001-34018)
|
|
|
|
|
10.38
|
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on December 21, 2018 (SEC File No. 001-34018)
|
|
|
|
|
10.39
|
|
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).
|
|
|
|
|
|
10.40
|
|
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).
|
|
|
|
|
|
10.41
|
|
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).
|
|
|
|
|
|
10.42
|
|
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).
|
|
|
|
|
|
10.43
|
|
Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on May 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
|
10.44
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on May 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
|
10.45
|
|
Incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q filed with the SEC on May 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
|
21.1
|
|
Filed herewith.
|
|
|
|
|
|
23.1
|
|
Filed herewith.
|
|
|
|
|
|
23.2
|
|
Filed herewith.
|
|
|
|
|
|
23.3
|
|
Filed herewith.
|
|
|
|
|
|
24.1
|
Power of Attorney.
|
|
See signature page.
|
|
|
|
|
31.1
|
|
Filed herewith.
|
|
|
|
|
|
31.2
|
|
Filed herewith.
|
|
|
|
|
|
32.1
|
|
Furnished herewith.
|
|
|
|
|
|
99.1
|
|
Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K, filed with the SEC on January 30, 2019 (SEC File No. 001-34018).
|
|
|
|
|
|
Date: February 27, 2019
|
|
/s/ Gary S. Guidry
|
|
|
By: Gary S. Guidry
|
|
|
President and Chief Executive Officer, Director
|
|
|
(Principal Executive Officer)
|
Date: February 27, 2019
|
|
/s/ Ryan Ellson
|
|
|
By: Ryan Ellson
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Gary S. Guidry
|
|
President and Chief Executive Officer, Director
|
|
February 27, 2019
|
Gary S. Guidry
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Ryan Ellson
|
|
Chief Financial Officer
|
|
February 27, 2019
|
Ryan Ellson
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Peter Dey
|
|
Director
|
|
February 27, 2019
|
Peter Dey
|
|
|
|
|
|
|
|
|
|
/s/ Evan Hazell
|
|
Director
|
|
February 27, 2019
|
Evan Hazell
|
|
|
|
|
|
|
|
|
|
/s/ Robert B. Hodgins
|
|
Director
|
|
February 27, 2019
|
Robert B. Hodgins
|
|
|
|
|
|
|
|
|
|
/s/ Ronald Royal
|
|
Director
|
|
February 27, 2019
|
Ronald Royal
|
|
|
|
|
|
|
|
|
|
/s/ Sondra Scott
|
|
Director
|
|
February 27, 2019
|
Sondra Scott
|
|
|
|
|
|
|
|
|
|
/s/ David P. Smith
|
|
Director
|
|
February 27, 2019
|
David P. Smith
|
|
|
|
|
|
|
|
|
|
/s/ Brooke Wade
|
|
Director
|
|
February 27, 2019
|
Brooke Wade
|
|
|
|
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
Gran Tierra Resources Limited
|
|
Alberta, Canada
|
Gran Tierra Energy Mexico Holdings 1 LLC
|
|
Delaware
|
Gran Tierra Energy Mexico Holdings 2 LLC
|
|
Delaware
|
Gran Tierra México Energy. S.A. de C.V.
|
|
Mexico
|
Gran Tierra Energy International Holdings Ltd
|
|
Cayman Islands
|
Gran Tierra Energy N.V. ULC
|
|
Alberta, Canada
|
Petrolifera Petroleum (Colombia) Limited
|
|
Cayman Islands
|
Gran Tierra Energy Cayman Islands Inc.
|
|
Cayman Islands
|
Gran Tierra Energy Canada ULC
|
|
Alberta, Canada
|
Gran Tierra Energy Colombia, LLC
|
|
Cayman Islands
|
Gran Tierra Colombia Inc.
|
|
Cayman Islands
|
Suroco Energy Venezuela
|
|
Venezuela
|
Vetra Petroamerica P&G Corp.
1
|
|
Barbados
|
Southeast Investment Corporation
2
|
|
Panama
|
Petrolatina Energy Limited (in liquidation)
|
|
United Kingdom
|
Petrolatina (CA) Limited (in liquidation)
|
|
United Kingdom
|
Taghmen Argentina Limited (in liquidation)
|
|
United Kingdom
|
Gran Tierra (PUT-7) Limited (in liquidation)
|
|
Cayman
|
|
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
and 333-227204)
|
|
|
Filed with the United States Securities Exchange Commission
|
McDaniel
& Associates Consultants Ltd.
|
|
/s/ Cam Boulton
|
Cam Boulton
|
Executive Vice President
|
Date: February 27, 2019
|
/s/ Gary S. Guidry
|
|
By: Gary S. Guidry
|
|
President and Chief Executive Officer, Director
|
|
(Principal Executive Officer)
|
Date: February 27, 2019
|
/s/ Ryan Ellson
|
|
By: Ryan Ellson
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
/s/ Gary S. Guidry
|
By: Gary S. Guidry
|
President and Chief Executive Officer, Director
|
|
/s/ Ryan Ellson
|
By: Ryan Ellson
|
Chief Financial Officer
|