HOUSTON, Dec. 22, 2016 /PRNewswire/ -- Harvest Natural
Resource, Inc. (NYSE:HNR) and its wholly owned subsidiary, HNR Energia B.V., have entered into a Sale and Purchase Agreement with
BW Energy Gabon Pte. Ltd, a private Singapore company, to sell all of Harvest's oil and gas
interests in Gabon.
Under the terms of the Sale and Purchase Agreement, BW Energy Gabon will acquire HNR Energia's 100% interest in Harvest
Dussafu B.V., which owns a 66.667% interest in the Dussafu production sharing contract covering a 210,000 acre area located in
offshore Gabon. BW Energy Gabon will pay HNR Energia $32 million in cash for the interest,
subject to certain adjustments. BW Offshore Singapore Pte. Ltd, an affiliate of BW Energy Gabon and BW Offshore Limited, a
global provider of floating production services to the oil and gas industry, has guaranteed the obligations of BW Energy Gabon
under the Sale and Purchase Agreement.
At the closing of the transaction, $2.5 million of the $32 million
purchase price will be deposited in escrow, to be held for up to six months to satisfy any post-closing claims the purchaser may
have for any breaches of warranties made by Harvest and HNR Energia under the Sale and Purchase Agreement.
Harvest's board of directors unanimously determined that the transaction is in the best interests of Harvest's stockholders
and approved the transaction, subject to the approval of Harvest's stockholders. After giving effect to the transaction,
Harvest would cease to have a presence in Gabon. In addition to approval by stockholders representing a majority of
outstanding shares of Harvest common stock, the closing of the transaction is subject to, among other things, approval of the
government of Gabon. Availability of financing is not a condition to closing the transaction.
Net proceeds of the transaction are expected to be approximately $ 29.7 million, without giving
effect to any payments to the purchaser under the escrow arrangements and taking into consideration taxes and transaction-related
costs.
Harvest previously announced that it is evaluating a possible dissolution. In light of the signing of the Sale and
Purchase Agreement to sell Harvest's Gabon assets, Harvest's board has determined that Harvest
should move forward with plans for its dissolution, subject to the board's adoption of a formal plan of dissolution and
authorization by Harvest's stockholders. Under the dissolution, liquidation and winding up process under Delaware law, the proceeds from the Gabon transaction would be combined
with other Harvest assets to be distributed to Harvest's stockholders, subject to certain payments and costs. These costs
would include dissolution expenses, taxes and payments related to terminations of employment, as well as funds to establish
reserves for the payment of current and possible future liabilities of Harvest.
Tudor, Pickering, Holt & Co. served as financial advisor to the Company
Mayer Brown LLP and Norton Rose Fulbright US LLP acted as legal counsel to the Company.
About Harvest Natural Resources
Harvest Natural Resources, Inc., headquartered in Houston, Texas, is an independent energy
company with exploration and exploitation assets in Gabon. For more information visit Harvest's website at www.harvestnr.com.
CONTACT:
Stephen C. Haynes
Vice President, Chief Financial Officer
(281) 899-5716
Forward Looking Statements
This press release may contain projections and other forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This information may include expected use of
proceeds, possible transactions, future plans and business strategy. All statements other than statements of historical
fact may constitute forward-looking statements. Although Harvest believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurance that these expectations will be correct. Actual results
may differ materially from Harvest's expectations due to uncertainties and risks outside of Harvest's control. These risks
and uncertainties include, among others, the following: the failure to obtain stockholder approval of the proposed
transaction; the possibility that the closing conditions to the proposed transaction may not be satisfied or waived, including
that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; delay in closing the proposed
transaction or the possibility of non-consummation of the transaction; the occurrence of any event that could give rise to
termination of the Sale and Purchase Agreement; risks related to the disruption of the proposed transaction to Harvest and its
management; the effect of announcement of the proposed transaction on Harvest's ability to retain and hire key personnel and
maintain relationships with its partners, suppliers and other third parties; difficult economic, global and commodity and capital
markets conditions; changes in the legal or regulatory environment; uncertainties regarding business opportunities that may or
may not be available to Harvest; and other risks, including many of those included in Harvest's Annual Report on Form 10-K for
2015.
Important Information about the Transaction and Additional Information
Harvest and its directors and officers and BW Energy Gabon and its principals and employees may be deemed to be participants
in the solicitation of proxies from Harvest's stockholders in connection with the proposed transaction. Information about
Harvest's directors and executive officers and their ownership of Harvest stock is set forth in the proxy statement relating to
Harvest's 2016 annual meeting of stockholders, which was filed with the SEC on August 2,
2016. Other information regarding the participants in the proxy solicitation, and a description of their direct and
indirect interests, will be contained in the proxy statement relating to the proposed transaction and other relevant materials to
be filed with the SEC when they become available, which may be obtained free of charge at the SEC web site at www.sec.gov. Investors should read the proxy statement carefully when it becomes
available before making any voting decision because it will contain important information about the proposed transaction.
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SOURCE Harvest Natural Resources, Inc.