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HARVEST NATURAL RESOURCES, INC. (NYSE:HNR) Files An 8-K Completion of Acquisition or Disposition of Assets

Closed
by April 13, 2017 General

HARVEST NATURAL RESOURCES, INC. (NYSE:HNR) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01

Completion of Acquisition or Disposition of
Assets.

On April10, 2017, Harvest Natural Resources, Inc., a Delaware
corporation (the Company), through its wholly-owned
subsidiary, HNR Energia B.V., a Curacao company (HNR
Energia
), closed the sale of its 50% ownership interest in
Harvest Dussafu B.V., a Netherlands private limited liability
company (Harvest Dussafu), to BW Energy Gabon Pte. Ltd, a
private Singapore company (BW Energy), to the Sale and
Purchase Agreement, dated December21, 2016 (the Sale and
Purchase Agreement
), among the Company, HNR Energia and BW
Energy. Harvest Dussafu owns a 66.667% interest in the Dussafu
production sharing contract covering a 210,000 acre area located
offshore of Gabon, which constituted all of the Companys oil and
gas interests in Gabon.

The consideration for the Gabon interests was approximately
$32million in cash, subject to certain adjustments, including
reimbursement for approximately $2.3million of expenditures in
respect of the Companys Gabon interests since September30, 2016.
BW Energy paid $2.5million of the approximately $32million
purchase price into an escrow account to satisfy any post-closing
claims that BW Energy may have against the Company and HNR
Energia under the Sale and Purchase Agreement. The $2.5million
(less the amount of any claims) will be released to HNR Energia
from the escrow account on July10, 2017. After taking into
consideration taxes and transaction-related costs, the net
proceeds of the transaction are estimated to be $29.4million,
less any successful claim made against the $2.5million escrow.

The foregoing description of the Sale and Purchase Agreement is
not complete and is qualified in its entirety by reference to the
full text of the Sale and Purchase Agreement, which was filed
with the Securities and Exchange Commission (the SEC) as
Exhibit2.1 to the Companys Current Report on Form 8-K filed with
the SEC on December28, 2016 and is incorporated herein by
reference.

Item7.01 Regulation FD Disclosure.

On April10, 2017, the Company issued a press release announcing
the closing of the transaction, which is furnished as Exhibit99.1
to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is
being furnished to Item 7.01 of Form 8-K and shall not be deemed
filed for purposes of Section18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject
to liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Securities
Act of 1933, as amended (the Securities Act), or the
Exchange Act, unless specifically identified therein as being
incorporated therein by reference.

Item8.01 Other Events.

On April13, 2017, the Board of Directors of the Company declared
a special cash dividend of $5.75 per share of common stock of the
Company payable on or about May4, 2017, to all stockholders of
record as of April24, 2017. This dividend constitutes a
liquidating distribution, in accordance with the Companys Plan of
Complete Liquidation, Dissolution, Winding Up and Distribution,
which was approved by the stockholders of the Company on
February23, 2017.

A copy of the press release issued by the Company announcing the
dividend is attached as Exhibit 99.2 to this Current Report on
Form8-K and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information

Unaudited pro forma condensed consolidated financial statements
of the Company, which reflect the sale of the Companys interests
in Harvest Dussafu to BW Energy, are furnished as Exhibit 99.3 to
this Current Report on Form 8-K. The information contained in
these pro forma financial statements shall not be deemed filed
for purposes of Section18 of the Exchange Act, or otherwise
subject to liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Securities
Act or the Exchange Act, unless specifically identified therein
as being incorporated therein by reference.

(d) Exhibits
99.1 Press release, dated April10, 2017.
99.2 Press release, dated April13, 2017.
99.3 Unaudited Pro Forma Consolidated Financial Statements of
Harvest Natural Resources, Inc.

2

About HARVEST NATURAL RESOURCES, INC. (NYSE:HNR)
Harvest Natural Resources, Inc. (Harvest) is a petroleum exploration and production company. The Company focuses on acquiring exploration, development and producing properties in geological basins with proven active hydrocarbon systems. The Company has interest in the Bolivarian Republic of Venezuela (Venezuela). In addition to its interests in Venezuela, it holds exploration acreage offshore of Republic of Gabon (Gabon).The Company has operations in Venezuela and Gabon. Venezuela operations are conducted through its investment in affiliate Petrodelta. It holds interest in fields, including Uracoa Field, Tucupita Field, Bombal Field, Isleno Field, Temblador Field and El Salto Field. The Dussafu Production Sharing Contract (Dussafu PSC) contract area is located offshore Gabon, adjacent to the border with the Republic of Congo. It contains approximately 680,000 acres with water depths to over 1,650 feet. HARVEST NATURAL RESOURCES, INC. (NYSE:HNR) Recent Trading Information
HARVEST NATURAL RESOURCES, INC. (NYSE:HNR) closed its last trading session down -0.15 at 6.82 with 114,325 shares trading hands.

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