HNR Harvest Natural Resources (delisted)

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors

James A. Edmiston

President and Chief Executive Officer

On or about [ ● ], 2017, we will mail to our stockholders the proxy materials for the special meeting, including the proxy statement and the proxy card. These proxy materials will contain instructions on how to vote your shares.

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INTRODUCTION TO THIS PROXY STATEMENT

This proxy statement provides the stockholders of Harvest Natural Resources, Inc. (“ Harvest ”, “ we ” or “ us ”) with important information about us and the proposals to be considered at the special meeting of our stockholders to be held on [●], 2017. We are asking our stockholders of record on January 23, 2017 (the “ Record Date ”) to vote on three sets of proposals, all of which are described in detail in this proxy statement.

THE PROPOSALS

First , we are asking you to vote on proposals relating to our recently announced transaction with BW Energy Gabon Pte. Ltd. (“ BW Energy ”), by which we will sell our interests in Gabon to BW Energy. These proposals include:

You can find more information about the proposed sale of our Gabon interests and associated management compensation in the section of this proxy statement titled Sale of Our Gabon Interests and Proposals 1 and 2 beginning on page 4.

Second , we are asking you to vote on a proposal to authorize our complete liquidation and dissolution. You can find more information about this proposal under the heading Liquidation and Dissolution and Proposal 3 beginning on page 63.

Third , we are asking you to approve two administrative proposals relating to the conduct of the special meeting:

You can find more information about these two administrative proposals under the heading Administrative Matters and Proposals 4 and 5 beginning on page 84.

In total, we are asking you to vote on five proposals, all of which have been authorized and approved unanimously by our board of directors (our “ Board ”). We request that each stockholder of record on the Record Date vote on these matters as soon as possible by submitting a proxy in accordance with the procedures described in the section of this proxy statement titled Questions and Answers Regarding the Special Meeting and Future Stockholder Proposals beginning on page 86 . This section also includes other information about the special meeting and related procedures.

INFORMATION IN THIS PROXY STATEMENT

Terms

We have used numerous defined terms in this proxy statement. For your convenience, we have included a list of those defined terms in the section of this proxy statement titled Index to Defined Terms Used in this Proxy Statement beginning on page 91.

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Organizational Chart

To help you better understand some of the information in this proxy statement, including the proposal to sell our Gabon interests and our proposed liquidation and dissolution, and the various relationships between us and our subsidiaries, please refer to the following organizational chart, which shows all of our subsidiaries that have not been dissolved. For information about the status of these subsidiaries and certain dissolved subsidiaries in the context of our liquidation and dissolution, see Liquidation and Dissolution and Proposal 3 beginning on page 63.

None of the subsidiaries shown in the chart above has been dissolved. In the last three years, we have dissolved seven subsidiaries that are not shown on the chart; the existence of those subsidiaries continues for various purposes, as required under applicable law. See Liquidation and Dissolution and Proposal 3 beginning on page 63.

Cautionary Notice Regarding Forward-Looking Statements

We caution that any forward-looking statements, as that term is defined in Section 27A of the Securities Act of 1933 (the “ Securities Act ”), and Section 21E of the Exchange Act, contained in this proxy statement involve risks and uncertainties and are subject to change based on various important factors. When used in this proxy statement, the words “budget,” “forecast,” “expect,” “believes,” “goals,” “projects,” “plans,” “expects,” “anticipates,” “estimates,” “should,” “could,” “assume” and similar expressions are intended to identify forward-looking statements. In accordance with the provisions of the Securities Act and the Exchange Act, we caution you that important factors could cause actual results to differ materially from those in any forward-looking statements. These factors include, among other factors, the failure to obtain the requisite stockholder authorizations of the proposed transaction and the proposed liquidation and dissolution; 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 proposed transaction or the proposed liquidation and dissolution; 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 or the proposed liquidation and dissolution of Harvest and its operations and management; the effect of announcement of the proposed transaction or the proposed liquidation and dissolution on Harvest’s ability to retain and hire key personnel and maintain relationships with its suppliers and other third parties; difficult global economic and commodity and capital markets conditions; changes in the legal and regulatory environment; our concentration of operations in Gabon; political and economic risks associated with international

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operations; anticipated future development costs for undeveloped reserves; drilling risks; risk that actual results may vary considerably from reserve estimates; the dependence on the abilities and continued participation of our key employees; risks normally incident to the exploration, operation and development of oil and natural gas properties; permitting and drilling of oil and natural gas wells; availability of materials and supplies necessary to projects and operations; prices for oil and natural gas and related financial derivatives; changes in interest rates; availability and cost of drilling rigs and seismic crews; political stability; civil unrest; acts of terrorism; risks associated with third-party claims and litigation and the difficulty of controlling related outcomes or assessing ultimate liabilities; currency and exchange risks; currency controls; changes in existing or potential tariffs, duties or quotas; changes in taxes; changes in governmental policy; lack of liquidity; availability of sufficient financing; changes in weather conditions; our ability to continue as a going concern; and other risks, including those discussed in our public filings.

References to Other Documents

Statements contained in this proxy statement regarding the contents of any contract or other document are not necessarily complete and are qualified by reference to the contract or other document.

Effectiveness of Information

You should rely only on the information contained in this proxy statement and any supplements or amendments to this proxy statement that we may file with the US Securities and Exchange Commission (the “ SEC ”) in the future. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated [●], 2017. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. The mailing of the proxy statement to stockholders does not create any implication to the contrary.

Smaller Reporting Company Status

We are currently a “smaller reporting company” for purposes of determining what information we must provide in this proxy statement and other documents filed with the SEC. Our status as a smaller reporting company is based on, among other things, the fact that the market value of the shares of our common stock held by non-affiliates on June 30, 2016, was less than $50 million. Therefore, as permitted by SEC regulations, we may have eliminated or shortened certain kinds of information in this proxy statement, compared to analogous information in some of our prior proxy statements.

Consulting Your Own Advisors

You may wish to consult your own legal, tax and financial advisors with respect to any aspect of the proposed sale of our Gabon interests, our proposed dissolution, or other matters described in this proxy statement.

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SALE OF OUR GABON INTERESTS AND PROPOSALS 1 AND 2

THE PROPOSED SALE

Summary Term Sheet

This summary of the proposed sale of our Gabon interests highlights important information discussed in more detail elsewhere in this proxy statement. The summary does not contain all of the information you should consider before voting on the proposed sale. To understand the proposed sale more fully, you are urged to read carefully this entire proxy statement and all of its appendices, including the sale and purchase agreement dated December 21, 2016, between us, HNR Energia B.V. (“ HNR Energia ”) and BW Energy (as amended from time to time, the “ Purchase Agreement ”), a copy of which is attached as Appendix A to this proxy statement, before voting on whether to authorize the proposed sale. The parenthetical page references beside each heading in this summary indicate where in this proxy statement you can find more detailed information about each subject. This summary only relates to the proposed sale of our Gabon interests. Information regarding other matters to be considered at the special meeting are included in other sections of this proxy statement; please refer to the table of contents to help you locate this other information.

Parties to the Purchase Agreement (Page 9)

The parties to the Purchase Agreement are Harvest Natural Resources, Inc., its wholly owned subsidiary HNR Energia B.V., and BW Energy. HNR Energia owns all of the equity interests in Harvest Dussafu B.V., which owns all of our Gabon interests. You are being asked to authorize HNR Energia’s sale of its 100% interest in Harvest Dussafu to BW Energy.

Key Terms of the Proposed Sale (Page 4)

The proposed sale is governed by the Purchase Agreement. On December 21, 2016, we and HNR Energia entered into the Purchase Agreement with BW Energy to sell all of our Gabon interests through the sale of HNR Energia’s equity interest in Harvest Dussafu in exchange for a cash purchase price of $32 million, subject to adjustments. The effective date of the transaction for economic and financial purposes is October 1, 2016.

The closing of the sale is conditioned on, among other things, (1) approvals by the Government of the Republic of Gabon (“ Gabon ”) (consisting of approvals by two separate ministers) and (2) authorization by the holders of a majority of our outstanding common stock. The Purchase Agreement requires that the closing of the sale will occur five business days after the satisfaction or waiver of the last condition to closing (unless otherwise agreed by the parties). If we do not receive the authorization of our stockholders, then either HNR Energia or BW Energy may terminate the Purchase Agreement.

We have the right to terminate the Purchase Agreement if we decide to enter into an alternative acquisition agreement with respect to a “superior proposal” (as defined in the Purchase Agreement, and as further discussed in Documents Governing the Proposed Sale – Purchase Agreement – Exclusivity, Superior Proposals, Fiduciary Out and Change of Board Recommendation beginning on page 34). If we exercise this right, then we must pay BW Energy a termination fee of $1.12 million. We must also pay this termination fee if our Board effects a “change of parent board recommendation” (as that term is defined in the Purchase Agreement) with respect to the proposed sale to BW Energy.

The Purchase Agreement is attached as Appendix A to this proxy statement.

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Opinion of Financial Advisor (Page 17)

Our Board engaged Tudor, Pickering, Holt & Co. Advisors, LLC (“ TPH ”) as our financial advisor for purposes of the proposed transaction. On November 15, 2016, TPH delivered an opinion to our Board as to the fairness, from a financial point of view, to us of the consideration to be received by HNR Energia under the Purchase Agreement.

The full text of TPH’s written opinion, dated November 15, 2016, is attached as Appendix B to this proxy statement and is incorporated by reference into this proxy statement. We encourage you to read the opinion carefully in its entirety for a description of, among other things, the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken. TPH’s opinion was provided to our Board in connection with our Board’s consideration of the Purchase Agreement, does not address any other aspect of the proposed sale and does not constitute a recommendation as to how any of our stockholders should vote with respect to the sale, or any other matter. See The Proposed Sale – Opinion of Our Financial Advisor beginning on page 17.

Interests of Our Executive Officers in the Proposed Sale (Page 56)

In considering the recommendation of our Board, stockholders should be aware that some of our executive officers may have interests in the proposed sale that are different from, or in addition to, the interests of our stockholders. See Interests of Our Executive Officers in the Proposed Sale beginning on page 56.

Use of Proceeds and Nature of Our Business Following the Proposed Sale (Page 24)

If the proposed sale of our Gabon interests is completed, almost all of our assets will consist of cash. We will use the proceeds from the sale of our Gabon interests to pay expenses and taxes, if any, associated with the sale and for other operating expenses. Subject to determinations to be made by our Board, and subject to authorization of the liquidation and dissolution proposal by our stockholders, the remaining proceeds will be used to provide reserves of funds for future or contingent liabilities as may be determined necessary by our Board pursuant to Delaware law, to pay or settle existing obligations, to pay costs (including taxes) associated with the liquidation and winding up of our business, and to distribute remaining assets to our stockholders. If we do not dissolve Harvest (either because our stockholders do not approve the dissolution or because our directors decide to abandon the dissolution), then the proceeds may also be used for the continued operation of our business, including the possible acquisitions of assets.

Stockholder Vote Required to Approve the Proposed Sale (Page 61)

You are being asked to consider and vote on a proposal to authorize the sale of our Gabon interests described in this proxy statement and in the Purchase Agreement. We are obtaining this vote to comply with Section 271 of the Delaware General Corporation Law (“ DGCL ”), which requires a stockholder vote for a corporation to sell substantially all of its assets. We need the affirmative authorization of the holders of a majority of all outstanding shares of our common stock. Abstentions, broker non-votes and failures to vote will have the effect of voting against the proposed sale of our Gabon interests. On the Record Date there were [●] shares of our common stock outstanding and entitled to be voted at the meeting.

Recommendation of Our Board and Reasons for the Proposed Sale (Page 61)

Our Board unanimously (1) determined that the proposed transaction with BW Energy and the terms of the Purchase Agreement and related documents are expedient, advisable, fair to, and in the best interest of our stockholders, (2) authorized the transaction (3) approved the Purchase Agreement and the related documents and (4) recommended that our stockholders authorize the transaction in accordance with the terms of the Purchase Agreement. Our Board recommends that you vote “FOR” the authorization of the proposed sale of our Gabon interests.

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Voting Procedures (Page 61)

Each share of our outstanding common stock is entitled to one vote at the meeting. You may vote by completing, signing and mailing your proxy card in the postage-paid envelope, by submitting your proxy by the internet, by submitting your proxy by telephone, or by attending the meeting and voting in person. Whether or not you intend to attend the meeting, please provide your proxy to ensure that your shares are represented at the meeting and your vote is counted.

Risk Factors Related to the Proposed Sale of Our Gabon Interests

You should carefully review the risk factors described below as well as the other information provided to you or referenced in this proxy statement in deciding how to vote on the proposed sale of our Gabon interests. For a discussion of additional considerations, we refer you to the documents we file from time to time with the SEC, particularly our most recent Annual Report on Form 10-K, including under the heading “Item 1A. Risk Factors,” and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed since December 31, 2015. Additional risk factors and other considerations not known to us or that we currently believe are immaterial may also adversely affect our business and operations. If any of the following considerations actually occurs, our business, financial condition or results of operations could be materially and adversely affected, the value of our common stock could decline, and you may lose all or part of your investment. The risk factors discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in those forward-looking statements. See Introduction to This Proxy Statement – Information in This Proxy Statement – Cautionary Notice Regarding Forward-Looking Information beginning on page 1.

While the proposed sale of our Gabon interests is pending, it creates uncertainty about our future that could have a material adverse effect on our business, financial condition and results of operations.

As a result of this uncertainty, our current or potential business partners may decide to delay, defer or cancel entering into new business arrangements with us pending completion or termination of the proposed sale. In addition, while the proposed sale is pending, we are subject to a number of risks, including:

The occurrence of any of these events individually or in combination could have a material adverse effect on our business, financial condition and results of operations.

There is no assurance that the proposed sale of our Gabon interests will be completed.

If our stockholders fail to authorize the proposed sale of our Gabon interests, or if the proposed sale is not completed for any other reason, the market price of our common stock may decline. Failure to complete the proposed sale will result in a reduction in the amount of cash otherwise available to us and, given that we do not currently have any operating cash inflows, may substantially limit our ability to implement any business strategy.

We cannot assure you that the proposed sale of our Gabon interests will be consummated. The consummation of the proposed sale is subject to the satisfaction or waiver of a number of conditions, including, among others, (1) the requirement that we obtain stockholder authorization of the proposed sale; (2) the requirement that we obtain approvals of the proposed sale from the Government of Gabon; (3) requirements with respect to the accuracy of the representations and warranties of the parties to the Purchase Agreement; and (4) requirements with respect to the satisfaction or waiver of the covenants and obligations of the parties to the

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Purchase Agreement. See Documents Governing the Proposed Sale – Purchase Agreement – Conditions to the Proposed Sale beginning on page 29 for detailed information about all conditions to the closing. In addition, the Purchase Agreement may be terminated in certain circumstances under its terms.

We are required to obtain approvals of the sale of our Gabon interests from the Gabonese Minister in Charge of Economy and the Gabonese Minister in Charge of Petroleum. There can be no assurances that we will be able to obtain these approvals, or that we will be able to obtain these approvals on terms reasonably satisfactory to us and BW Energy. If these approvals are not obtained, then the Purchase Agreement may be terminated. See Documents Governing the Proposed Sale – Purchase Agreement – Termination beginning on page 35.

We cannot guarantee that all of the conditions to closing will be met. We or BW Energy may not be able to meet all of the closing conditions, and other closing conditions within the control of other parties (such as the required governmental approvals) may not be met. BW Energy would not be obligated to close the sale of our Gabon interests and could terminate the Purchase Agreement if we are not able to satisfy the closing conditions within our control or within the control of others. We also cannot be sure that circumstances will not rise that would also allow BW Energy to terminate the Purchase Agreement before the closing.

If the proposed sale does not close for any reason, our Board will be forced to evaluate other options. Our Board could decide to:

If the proposed sale does not close, our Board will make decisions regarding our future course based on their determination of what is in the best interests of our stockholders. However, the choices will be limited and will likely be less favorable to our stockholders than the proposed sale of our Gabon interests to BW Energy under the Purchase Agreement and our proposed ensuing liquidation and dissolution, as described in this proxy statement.

We will be required to pay a break-up fee of $1.12 million if the Purchase Agreement is terminated under certain circumstances.

If the Purchase agreement is terminated for any of the following reasons, we will be required to pay BW Energy a break-up fee of $1.12 million:

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Our executive officers may have interests in the proposed sale that are different from, or in addition to, the interests they may have as stockholders.

In accordance with the terms of pre-existing agreements, our executive officers may receive change of control payments as a result of the consummation of the proposed sale of our Gabon interests, or as a result of the combination of the consummation of the proposed sale and a termination event under the applicable agreement. If we proceed with our proposed liquidation and dissolution, it is very likely that the termination of employment of our executive officers will occur at some point in time after the dissolution. Accordingly, our executive officers may have interests in the proposed sale that are different from, or in addition to, the interests of our stockholders generally. See – Golden Parachute Compensation to Named Executive Officers beginning on page 58.

The opinion of our financial advisor does not reflect changes in circumstances that may have occurred after the date of the opinion.

On November 15, 2016, TPH delivered its opinion to our Board that, as of the date of the opinion, based on and subject to the assumptions, limitations and qualifications set forth in the opinion and based on such other matters as TPH considered relevant, the consideration to be received by HNR Energia pursuant to the Purchase Agreement was fair from a financial point of view to Harvest. TPH’s opinion speaks only as of the time it was rendered and not as of the closing of the proposed sale or any other time. Changes in circumstances that have occurred or may occur after the date of TPH’s opinion could significantly alter the value, facts or elements on which the opinion was based.

There is no guarantee that you will receive any of the net cash proceeds from the proposed sale of our Gabon interests in the form of dividends.

The purchase price for the sale of our interests in Gabon will be paid to our wholly owned subsidiary, HNR Energia, which will distribute the proceeds to us in connection with its liquidation and dissolution. While we intend to dissolve after the closing of the sale of our Gabon interests, after the payment of expenses related to the proposed sale (including taxes, if any) and reservation of some of the proceeds for operating costs, contingent liabilities and taxes, any use of the remaining proceeds will be at the discretion of our Board and based on its determination of what is in the best interests of Harvest and its stockholders at the time of determination. Our Board could decide not to pursue the liquidation and dissolution and that we should use all or a significant portion of the net cash proceeds from the sale for purposes other than to pay dividends or make liquidating distributions to stockholders, including continuing our business.

We expect to delist our common stock on the New York Stock Exchange after the consummation of the proposed sale of our Gabon interests.

If the proposed sale of our Gabon interests is consummated, our assets will consist primarily of cash. The New York Stock Exchange’s (the “ NYSE ”) continued listing requirements provide that a listed company’s securities can be delisted if the company’s operating assets have been substantially reduced. Based on

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conversations with the NYSE, we expect that our stock will be delisted soon after the closing of the sale of our Gabon interests because at that time we will have no substantial operating assets. If our Board decides to declare a dividend after the closing of the sale of our Gabon interests, we expect that this delisting will be timed to occur very soon after the payment of the dividend. There can be no assurances, however, that our Board will declare a dividend shortly after the closing of the sale of our Gabon interests. For more information, see – Information About Us – General Information – Stock beginning on page 40. The delisting of our common stock from the NYSE would adversely affect liquidity and the trading price of our common stock.

Parties Related to the Proposed Sale

Harvest Natural Resources, Inc. – We are an independent energy company incorporated under Delaware law and headquartered in Houston, Texas. We own all of HNR Energia B.V. For information about how to contact us, please see Questions and Answers Regarding the Special Meeting and Future Stockholder Proposals – How Can I Obtain Additional Information? beginning on page 90. In the Purchase Agreement, we are referred to as the “Parent.”

HNR Energia B.V. – HNR Energia, a private company with limited liability under the laws of Curacao, is one of our wholly owned subsidiaries. It owns a 100% interest in Harvest-Dussafu B.V. which owns all of our Gabon interests. HNR Energia’s principal place of business is Prins Bemhardplein 200, 1097 JB Amsterdam, the Netherlands, and its telephone number is + 31 20 521 4777. In the Purchase Agreement, HNR Energia is referred to as the “Seller.”

BW Energy – BW Energy is a special purpose company organized under the laws of Singapore for the purpose of acquiring interests in the Dussafu Gabon production sharing contract. For more information about BW Energy, see – Information About BW Energy beginning on page 56. In the Purchase Agreement, BW Energy is referred to as the “Purchaser.”

A chart showing our organization is on page 2.

Terms of the Proposed Sale

On December 21, 2016, we and HNR Energia entered into the Purchase Agreement with BW Energy to sell all of HNR Energia’s equity interest in Harvest Dussafu for a base consideration of $32 million in cash, subject to adjustments. When we entered into the Purchase Agreement, HNR Energia, BW Energy and Citibank, N.A. (“ Citibank ”) also entered into an escrow agreement.

When we entered into the Purchase Agreement, BW Energy deposited $2.5 million under an escrow agreement, to be held and disbursed in accordance with the terms of the Purchase Agreement. If we terminate the Purchase Agreement because of an uncured breach of any warranty or covenant made by BW Energy, then BW Energy must pay us the $2.5 million, with interest, as liquidated damages for the breach. If the Purchase Agreement is terminated for any other reason, this $2.5 million will be returned to BW Energy.

At the closing of the transaction, we will receive $29.5 million, subject to certain adjustments, and $2.5 million will be held in an escrow account under the escrow agreement. For more information about the purchase price adjustments, see Documents Governing the Proposed Sale – Purchase Agreement – General beginning on page 28.

The $2.5 million of the $32 million base purchase price to be held in the escrow account will be disbursed in accordance with the terms of the Purchase Agreement. If BW Energy has any claim for breach of warranties we made under the Purchase Agreement, it may follow a procedure detailed in the Purchase Agreement to collect the

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amount of the claim from the escrow account. The amount remaining in the escrow account, subject to adjustments, will be paid to us three months after the closing of the sale (or six months after the closing if our shareholders do not approve the plan of complete liquidation and dissolution of Harvest). These adjustments include amounts payable to BW Energy in satisfaction of claims it may make before the expiration of the escrow account and which we have agreed to; reserves of amounts sufficient to pay any claims made by BW Energy that we are disputing; and costs of administering the escrow account.

The closing of the transaction is subject to the following conditions, in addition to other customary conditions:

See Documents Governing the Proposed Sale – Purchase Agreement – Conditions to the Proposed Sale beginning on page 29 for detailed information about conditions to the closing. See – Background of the Proposed Sale beginning on page 11 for information about the status of obtaining the required approvals of the Gabonese government.

We have agreed not to solicit other offers to acquire us or our interests in Gabon while the Purchase Agreement is in effect. If we receive an unsolicited offer, we may not engage in negotiations or substantive discussions with, or furnish any information and reasonable access to, any third party making the offer or its representatives unless we determine in good faith, after consultation with outside legal and financial advisors, and based on information then available, that the offer constitutes, or is reasonably likely to result in, a superior proposal and we comply with other contractual requirements, including giving written notice to BW Energy after any such determination and before taking any of the actions described above, providing information regarding the third party and its offer to BW Energy, entering into an acceptable confidentiality agreement with the third party and providing to BW Energy any material nonpublic information furnished to the third party.

We have the right to terminate the Purchase Agreement to accept a third-party proposal if we determine in good faith (after consultation with our outside legal counsel and financial advisor) that the third party proposal constitutes a superior proposal and that the failure to approve or recommend the superior proposal would be inconsistent with our fiduciary duties to our stockholders under applicable law. Before terminating the Purchase Agreement, we must (at BW Energy’s request) engage in good faith negotiations with BW Energy regarding the terms of the Purchase Agreement, and we must consider any adjustments in the Purchase Agreement proposed by BW Energy and determine in good faith (after consultation with our outside legal counsel and financial advisor) that the superior proposal continues to be superior. In addition, we may not terminate the Purchase Agreement unless, concurrently with the termination, we pay BW Energy a break-up fee of $1.12 million. For more information regarding what constitutes a superior proposal, see Documents Governing the Proposed Sale – Purchase Agreement – Fiduciary Out beginning on page 34.

Before closing the sale of our Gabon interests, we will be responsible for funding interim period petroleum costs (as defined in the Purchase Agreement) up to an aggregate limit of $2.4 million. At the time of the closing, the total amount of these interim period petroleum costs funded by us will be added to the purchase price.

The Purchase Agreement contains customary warranties and covenants. These warranties and covenants were made only for the purposes of the Purchase Agreement and as of specific dates, are solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed on by the parties, and may be subject to standards of materiality applicable to the parties that differ from those applicable to our stockholders. You should not rely on the warranties or covenants, or any description of them, as characterizations of the actual state of facts or conditions of any party to the Purchase Agreement or any of their subsidiaries or affiliates. Information about the subject matter of the warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

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For a more detailed description of the documents governing the proposed transaction, see – Documents Governing the Proposed Sale beginning on page 28. For a more detailed description of the Gabon interests that are the subject of the proposed transaction, see – Description of Interests to be Sold beginning on page 26.

Background of the Proposed Sale

During the last several years, we have been exploring a broad range of strategic alternatives for enhancing and realizing stockholder value. We have retained financial advisors from time to time to provide advisory services to assist us in exploring those strategic alternatives, including among others, possible sales of assets, including our Venezuelan and Gabon interests.

We received several indications of interest from third parties regarding a sale of our interests in Venezuela. Between 2012 and 2016 we entered into three purchase agreements to sell our Venezuelan interests. The first of these purchase agreements was terminated. Under the second purchase agreement, we were able to sell approximately 36% of our Venezuelan interests, but the purchase agreement was terminated as to the sale of the remaining 64% of our Venezuelan interests. On October 7, 2016, we closed the sale of all of our remaining Venezuelan interests under the third purchase agreement. For more information about our Venezuelan operations and the sale of our Venezuelan interests, see Information About Us – Operations by Geographical Locations beginning on page 37.

In the meantime, beginning in 2013, we began to actively seek a purchaser for all or a substantial portion of our Gabon interests, which consist solely of Harvest Dussafu’s 66.667% interest in the Dussafu, Gabon production sharing contact (the “ Dussafu PSC ”). We believed that this was in the our best interests because the estimated cost of developing the properties held under the Dussafu PSC would likely exceed our financial capabilities. We engaged TPH as our advisor for this purpose on April 2, 2013. In April 2013, we solicited an offer to purchase our Gabon interests from Pan-Petroleum Gabon B.V. (“ Pan-Petroleum ”), which then held a 33.333% interest in the Dussafu PSC. Pan-Petroleum is a subsidiary of Panoro Energy ASA, an exploration and production company based in London and listed on the Oslo Stock Exchange. We were required to make this offer to Pan-Petroleum before we could seek third-party offers. Pan-Petroleum indicated that it did not intend to make an offer.

We then proceeded with marketing our Gabon interests. From April to July 2013, we and our advisors contacted 128 companies, of which 24 companies further engaged in the marketing process and were provided with detailed information about our Gabon interests. Of these 24 companies, we received two indications of interest, one of which was rejected because we determined the proposed purchase price was too low. The other indication of interest was from Vitol SA (“ Vitol ”).

In September 2013 we entered into a non-binding letter of intent with Vitol for a transaction under which we would sell our Gabon interests to Vitol for Vitol’s suggested purchase price of $137 million, plus approximately $8 million for certain seismic information to be acquired by Harvest. We also agreed to negotiate exclusively with Vitol through November 15, 2013. We engaged in negotiations with Vitol in October 2013. In November 2013, we terminated discussions with Vitol because it became apparent to us that Vitol did not want to close the transaction until the Dussafu PSC project had developed sufficiently for the Gabonese government to grant its exclusive exploitation authorization permit to us and we were close to proving that there were developed reserves on the property, conditions that we believe would not be satisfied for at least another year after November 2013, if at all. The purchase price ostensibly offered by Vitol was provided at a time when global markets indicated a price for oil of over $100 per barrel, significantly higher than the current price for oil.

In December 2013, we completed the acquisition of a 3D seismic survey over approximately 1,200 square kilometers, most of which included areas of the block not previously covered by any other 3D seismic survey. In 2014, we and our advisors contacted 12 companies in an effort to market our Gabon interests, and we provided

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information about our Gabon interests to four of these companies. We received one indication of interest which we rejected because we determined it was not in our best interests, in part because the proposed purchase price was below the Vitol offer in 2013.

In 2014 we completed our initial processing and analysis of the new 3D seismic survey on the Gabon acreage, which identified new exploration prospects that were larger than those that had been previously identified. We again solicited an offer from Pan-Petroleum in February 2015. In March 2015 Pan-Petroleum responded with an offer on terms that we deemed to be inadequate, and we rejected Pan-Petroleum’s offer. The consideration offered by Pan-Petroleum was materially below the consideration that would be paid by BW Energy under the Purchase Agreement. We then initiated a new marketing effort and provided information about our Gabon interests, including this new information, to seven companies, but no bids were received.

We continued to market our Gabon interests on an ad-hoc basis as companies that we contacted from time to time expressed interest. During the remainder of 2015, we and our advisors contacted 29 companies, and we provided information about our Gabon interests to eight of these companies. Although some of these companies expressed interest, no bids were received.

We continued to market our Gabon interests through the first three quarters of 2016. During this time, we and our advisors contacted eight companies, and we provided information about our Gabon interests to four of these companies. From these four companies, we received two indications of interest. We decided not to pursue one of these indications of interest because the prospective buyer had not secured financing.

The other indication of interest, the one that we pursued, was submitted on June 1, 2016 by San Andres Corporation (“ SAC ”), a Houston-based oil and gas company formed by former employees of Vaalco Energy, Inc., a Houston-based independent energy company, which has a production sharing contract in Gabon. We believed that these employees were familiar with the properties held under the Dussafu PSC. The non-binding June 1, 2016 indication of interest proposed a purchase price of $20 million to acquire Harvest Dussafu, cash and debt free. SAC indicated that financing would be a condition to closing, among other conditions, and requested the exclusive right to negotiate the transaction through August 1, 2016.

Our management responded to SAC in late June, revising the indication of interest to include a purchase price of $30 million and eliminate the exclusivity period and financing condition, among other revisions. On June 29, 2016, SAC submitted a new indication of interest, this one proposing a purchase price of $25 million and indicating that financing would remain a condition to closing. We rejected this proposal.

On July 14, 2016, we received a new non-binding proposal from SAC to purchase Harvest Dussafu. This proposal included a purchase price of $25 million and requested exclusivity through August 29, 2016, but did not include a financing condition. SAC indicated that BW Offshore Limited (“ BWO ”), a specialist floating production, storage and offloading unit (“ FPSO ”) building, leasing and operating company listed on the Oslo stock exchange, was a part of its equity team, and indicated that its discussions with BWO had initiated approximately one month earlier. We communicated again that the purchase price under the proposal was inadequate and suggested that SAC revise its proposal.

On August 9, 2016, our representatives met with representatives of SAC to continue our negotiations. Negotiations continued until August 29, when we received a new non-binding proposal from SAC. This proposal included a purchase price of $28.0 million and indicated that BWO would provide all of the financial support to SAC in its bid to purchase Harvest Dussafu. The proposal was subject to approval of SAC’s board, however, and other conditions. On the same day that we received this new proposal from SAC, we received a letter from Carl Arnet, the chief executive officer of BWO, indicating that BWO would provide funding and critical equipment and services in support of SAC’s bid to purchase Harvest Dussafu, subject to approval by BWO’s board.

On September 6, 2016, a second prospective purchaser of our Harvest Dussafu interests submitted a non-binding proposal to purchase our Gabon interests for $30.0 million on a debt-free basis. The consideration would

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be funded through an initial public offering of the purchaser that the purchaser indicated would occur in late fall. We did not actively pursue this offer because there was some uncertainty about the financing.

On September 9, 2016, representatives of Harvest and SAC had a telephone conference to further discuss the terms of a potential transaction. On September 17, we provided SAC with a revised draft of the sale and purchase agreement that among other changes, inserted as a condition to closing that the transaction be authorized by our stockholders because the transaction would constitute the sale of our last remaining operating asset. The terms of this draft allowed us to terminate the sale and purchase agreement under certain circumstances upon the payment of a break-up fee of 3 1/2% of the purchase price if we received a better offer or if our Board determined that the transaction was no longer in our best interests.

At a meeting in Houston on September 20, 2016, our representatives met with representatives of SAC and BWO to discuss the potential transaction further. At this meeting, our representatives discussed due diligence matters and the budget under which we would continue to develop the Dussafu PSC.

In response to our September 16, 2016 draft sale and purchase agreement, on September 26, SAC and BWO provided us with a term sheet that set out the principal terms that it believed should be incorporated in the sale and purchase agreement. Among other things, the term sheet proposed that the purchaser’s obligation to close the transaction would be conditioned on (1) BWO board approval of the transaction after the sale and purchase agreement was signed, (2) approval by the government of Gabon of a contract under which an affiliate of BWO would lease an FPSO to Harvest Dussafu pursuant to Harvest Dussafu’s upcoming November invitation for bids to lease an FPSO, as described below, and (3) withholding of 15% of the purchase price for 12 months to secure any obligations that we might have under the sale and purchase agreement after the closing. The SAC term sheet proposed a purchase price of $32 million, subject to adjustment.

On September 27, 2016, we met again with representatives of SAC and BWO in Houston to discuss the required governmental approvals and other open issues. Following these meetings, we responded to the term sheet provided by SAC and BWO, rejecting the 15% hold-back, requiring our warranties to expire on the closing date, rejecting conditioning the closing on the government of Gabon’s approval of the lease of the FPSO by an affiliate of BWO to Harvest Dussafu and requiring BWO board approval before the sale and purchase agreement was signed. We also requested the right to retain the $2.5 million escrow if the government of Gabon did not approve the transaction or imposed conditions on its approval that were unacceptable to SAC.

On September 28, 2016, we engaged TPH to provide us with a fairness opinion regarding the transaction.

SAC responded to our September 27, 2016 comments to its term sheet in writing on October 3, and we and our legal advisors participated in a conference call with SAC, BWO and their advisors on October 4. During that call, the outstanding issues were discussed, but remained unresolved.

In early October, SAC and BWO proposed a transaction under which a newly formed company jointly owned by SAC and BWO would purchase our Gabon interests for a purchase price to be agreed on, with a verbal indication that the purchase price would be superior to the $28 million previously communicated. Soon afterwards, SAC and an affiliate of BWO formed a special purpose entity, Offshore San Andres Pts Ltd. (“ OSA ”) to enter into a sale and purchase agreement with us for the acquisition of our Gabon interests. OSA provided us with a revised draft of the sale and purchase agreement on October 7. That draft was consistent with its term sheet and did not make many of the changes that we had requested in our response to the term sheet. We responded to the OSA draft on October 10 with a revised draft that changed the terms to be consistent with our comments to the term sheet. Following receipt of our draft, OSA agreed to meet with us in person on October 13 and 14 in Houston to see whether the open issues could be resolved.

On October 13, 2016, James Edmiston, our president and chief executive officer, met with Carl Arnet, BWO’s chief executive officer, to discuss the transaction. From October 13 through October 16, and then at a

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reconvened meeting on October 19, representatives of SAC and BWO met with our representatives in Houston to negotiate the open issues on the sale and purchase agreement. During the course of these discussions, SAC and BWO agreed to withdraw their request that the transaction be conditioned on a subsequent BWO board approval and the approval by the government of Gabon of a lease of an FPSO by an affiliate of BWO to Harvest Dussafu, and we agreed that the $2.5 million escrow would not be forfeited if the government of Gabon conditioned its approval on terms that were materially adverse to OSA. OSA and we also agreed that $2.5 million would be held back from the purchase price to cover post-closing obligations for a period equal to the shorter of six months or 90 days after the later of the closing and the date that our stockholders approved the transaction.

Under the proposed terms of the sale and purchase agreement, we were required to continue to develop the Dussafu PSC pursuant to an agreed budget until the closing, with any amounts spent after October 1, 2016, to be added to the purchase price. In the weeks following the mid-October meetings in Houston, our representatives and representatives of SAC and BWO worked to prepare the agreed budget. The parties also negotiated a resolution of what would happen if we or OSA concluded that expenditures outside of the agreed budget were necessary to comply with the terms of the development plan for the Dussafu PSC, which required that oil be produced by July 16, 2018. These negotiations were completed by November 7.

From October 19 through November 14, we and our representatives negotiated and exchanged drafts of the sale and purchase agreement with representatives of SAC and BWO. During the course of negotiations, our Board was advised of the status of the negotiations and the proposed terms. Our executive officers also had discussions with the potential purchaser that had submitted a non-binding offer to purchase our Gabon interests on September 6, but these discussions did not progress because the other potential purchaser would need to obtain funding before it could make a binding offer.

On November 4, 2016, in accordance with the Dussafu PSC, Harvest Dussafu submitted an invitation for bids to lease an FPSO for the Dussafu PSC. Harvest Dussafu received six bids, one of which was received from an affiliate of BW Energy, the proposed purchaser of our Gabon interests. Harvest Dussafu currently is evaluating the bids and expects to determine the superior bid by the end of January 2017. Harvest Dussafu’s determination of the superior bid is subject to the approval of the Gabonese government.

On November 15, 2016, our Board met to further consider the transaction, including the terms of the draft of the sale and purchase agreement that had been negotiated between OSA and us. Our legal counsel and representatives of TPH also attended the meeting. The TPH representatives reviewed its analysis with the Board and orally delivered the opinion described in The Proposed Sale – Opinion of Our Financial Advisor beginning on page 17. The Board discussed these matters and unanimously approved the proposed transaction.

Because SAC was a new entrant into Gabon, we were not willing to sign the sale and purchase agreement without discussing the acceptability of the sale to OSA with the Gabonese Minister in Charge of Petroleum. A meeting with the Minister could not be scheduled until November 16, 2016. On November 16, Stephen Haynes, our chief financial officer, and Robert Speirs, our senior vice president, met with the Minister in Libreville, Gabon, to discuss the transaction. At that meeting, the Minister expressed reservations about the proposed transaction, citing dissatisfaction with SAC ownership, and indicated that he was not in a position to approve the transaction. To gain the Minister’s approval, the decision was made to remove SAC from the transaction and proceed with BWO directly.

On December 2, 2016, Carl Arnet, BWO’s chief executive officer, met with the then-chairman of the Gabonese Oil Company and an advisor to the Gabonese Minister in Charge of Petroleum, and subsequently met with the Minister to discuss proceeding with the transaction with BWO as the purchasing entity, and the possible purchase of an interest in the Dussafu PSC from Pan-Petroleum. The Minister indicated that a transaction with BWO as the purchasing entity would be viewed favorably. At BWO’s request the Minister provided us with letters indicating the same. On December 6, BWO received a letter from the Minister indicating it would view favorably its acquisition of our Gabon interests. Also on December 6, we received a letter from the Minister consenting to the transfer of its interest in Harvest Dussafu BV to BW Offshore.

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On December 6, our Board met, received a status report on the transaction, and discussed the transaction.

In late November we had been advised that the Gabon Oil Company, an oil and gas company wholly owned by the Government of Gabon (the “ Gabon Oil Company ”), was interested in participating in the acquisition of a minority interest in the Dussafu PSC from BWO following the closing of the sale of our Gabon interests. We met with representatives of the Gabon Oil Company on November 30 and provided an executive review of the Dussafu PSC operations. On December 12, 13 and 14, we met in Libreville, Gabon with a technical team from the Gabon Oil Company for a full review of the Dussafu block. In early December, we were also advised that BWO intended to purchase an additional 25% interest in the Dussafu PSC for up to $12 million, subject to the closing of the sale of our Gabon interests.

On December 8, Mr. Arnet met with James Edmiston, our president and chief executive officer, and provided an update regarding the Gabonese Minister in Charge of Petroleum’s position.

On December 15, 2016, our representatives met with representatives of BWO to further discuss the transaction. We also learned that BWO and an affiliate had formed BW Energy to be the purchasing party for the sale of our Gabon interests. On December 16, we provided BW Energy with a revised draft of the sale and purchase agreement that included BW Energy as the purchasing entity. This was the only material change made to the draft of the sale and purchase agreement that was originally approved by our Board at the November 15 meeting.

Between December 16 and December 20, 2016, our representatives and representatives of BWO discussed final issues relating to the proposed transaction. They also discussed the timing of signing the Purchase Agreement, and we urged BWO to be ready to sign the agreement as soon as possible. On December 20, a representative of BWO met with the chairman of the Gabonese Oil Company and advisor to the Gabonese Minister in Charge of Petroleum to discuss the status of the transaction and future plans with respect to the Dussafu PSC.

Also on December 20, 2016, our Board met to consider developments in the transaction and the terms of the revised purchase agreement, including the change in the purchaser. It decided that it was reasonable and in our best interests to not request an update to the TPH opinion that was given at the November 15 meeting of our Board. After discussion, our Board unanimously (1) determined that the proposed transaction and the terms of the current draft sale and purchase agreement and related documents were expedient, advisable, fair to, and in the best interests of our stockholders, (2) authorized the transaction and approved the related documents, (3) recommended that our stockholders authorize the transaction in accordance with the terms of the current draft sale and purchase agreement, and (4) generally authorized our officers to take all necessary actions to effect the terms of the current draft sale and purchase agreement.

On December 21, 2016, we, HNR Energia and BW Energy signed and delivered the Purchase Agreement, which provided for a base purchase price of $32 million. After the signing, we issued a press release to announce the transaction on December 22. On December 28, we filed a Current Report on Form 8-K with the SEC describing the transaction and attaching as an exhibit the Purchase Agreement.

In early January 2017, the Petroleum Ministry requested meetings during the week of January 9 with Harvest, BW Energy and Pan-Petroleum to discuss the transactions involving the Dussafu PSC and the proposed sale of interests by us and Pan-Petroleum, including finalizing the transfer documents that will serve to satisfy the governmental approval conditions precedent under the Purchase Agreement. Harvest submitted a draft of the transfer documents to the Petroleum Ministry, but the Minister of Petroleum was replaced on January 10, and the meetings have been postponed.

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Recommendation of Our Board and Reasons for the Proposed Sale

At a meeting held on December 20, 2016, our Board unanimously (1) determined that the proposed transaction with BW Energy and the terms of the Purchase Agreement and related documents are expedient, advisable, fair to, and in the best interest of our stockholders, (2) authorized the transaction and approved the related documents, and (3) recommended that our stockholders authorize the transaction in accordance with the terms of the Purchase Agreement.  Our Board recommends that you vote “FOR” the authorization of the proposed sale of our Gabon interests.

Our Board has recognized that we have very limited choices in Gabon. Our Board has met on several occasions to discuss the situation in Gabon to determine the best alternative available to us and has concluded that the proposed sale of our Gabon interests is the best alternative we have at this time. In recommending the approval of the proposed sale, our Board considered a number of factors, both positive and negative, and potential benefits and detriments of the proposed sale. Our Board believes that the following factors support its decision to authorize the sale of our Gabon interests and recommends that our stockholders authorize the sale:

Our Board based its ultimate decision on its business judgment that the benefits of the proposed sale of our Gabon interests significantly outweigh the risks of alternatives to that sale. Our Board judged that the proposed sale represents the best currently available strategic alternative to preserve stockholder value, and unanimously concluded that the completion of the proposed sale pursuant to the Purchase Agreement is expedient, advisable, fair to and in the best interests of us and our stockholders.

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The draft sale and purchase agreement approved by our Board at its meeting held on December 20, 2016, included substantially the same terms as the form of purchase agreement approved by our Board at its meeting held on November 15, 2016, except for the designation of the purchaser of our Gabon interests, which changed from being OSA (in the November 15 draft of the sale and purchase agreement) to being BW Energy, which is affiliated with BWO but not SAC. TPH’s oral opinion was presented to our Board at the November 15, 2016, meeting, and its written opinion, which is included with this proxy statement as Appendix B , is dated as of that date and speaks only as of the date it was rendered. TPH did not present our Board with an updated analysis at its December 20, 2016, meeting, nor did it update its written opinion, at our direction. We determined that it would be in the best interests of us and our stockholders not to incur the expense of an updated analysis or opinion for our Board’s December 20, 2016, meeting to preserve our limited available funds because, in our Board’s opinion, (1) there were no material changes to the terms of the transaction between the draft sale and purchase agreement considered at our Board’s November 15, 2016, meeting and the final Purchase Agreement considered at our Board’s December 20, 2016, meeting (other than the change in the designation of the purchaser), (2) there were no changes in the global economy or the oil and gas industry in general that our Board believed would materially affect the value of our interest in the Dussafu PSC, (3) no significant changes had occurred in the operations of Harvest Dussafu and (4) we had received no new indications of interest from others relating to the acquisition of our Gabon interests. Therefore, our Board relied on the November 15, 2016, analysis by TPH, as well as the other general considerations described above. For more information about the evolution of the proposed sale of our Gabon interests between November 15, 2016, and December 20, 2016, see – Background of the Proposed Sale beginning on page 11.

The preceding discussion is not, and is not intended to be, exhaustive. In light of the number and the wide variety of positive and negative factors that our Board considered in connection with its evaluation of the proposed sale of our Gabon interests and the complexity of these matters, our Board did not find it practicable, and has not tried, to quantify, rank or otherwise assign relative weights to the specific factors it considered. Individual members of our Board may have given different weight to different factors. Our Board considered all these factors together and, on the whole, considered them to be favorable to, and to support, its determination.

Our Board recommends that you vote “FOR” the authorization of the proposed sale of our Gabon interests.

Opinion of Our Financial Advisor

Introduction

Our Board retained TPH to act as its financial advisor and provide an opinion in connection with the sale. Our Board instructed TPH to evaluate the fairness, from a financial point of view, to Harvest of the consideration to be received by HNR Energia under the Purchase Agreement.

On November 15, 2016, at a meeting of our Board held to evaluate the transaction, TPH delivered an opinion that, as of November 15, 2016 and based on and subject to the assumptions, limitations and qualifications set forth in the opinion and based on other matters as TPH considered relevant, the consideration to be received by HNR Energia pursuant to the proposed purchase agreement was fair from a financial point of view to Harvest.

The opinion speaks only as of the date and the time it was rendered and not as of the time the transaction may be completed or any other time. The opinion does not reflect changes that may occur or may have occurred after its delivery, which could significantly alter the value, facts or elements on which the opinion was based.

The full text of TPH’s written opinion, which describes, among other things, the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken, is attached as Appendix B to this proxy statement and is incorporated by reference in its entirety. The

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summary of TPH’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Our stockholders are urged to read the TPH opinion carefully and in its entirety. TPH delivered its opinion for the information and assistance of our Board in connection with its evaluation of the transaction. TPH’s opinion does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed transaction or any related matter.

In connection with rendering its opinion, TPH reviewed, among other things:

TPH also held discussions with members of our senior management regarding their assessment of the strategic rationale for, and the potential benefits of, the transaction and the past and current business operations, future prospects and financial condition of Harvest. In addition, TPH reviewed the reported price and trading activity for our common stock, compared certain financial and stock market information about us with similar information for certain other companies, the securities of which are publicly traded, reviewed the financial terms of certain recent transactions in the upstream oil and gas industry specifically and in other industries generally and performed such other studies and analyses, and considered such other factors, as TPH considered appropriate.

For purposes of its opinion, TPH assumed and relied on, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, accounting, legal, tax, regulatory and other information provided to, discussed with or reviewed by or for it, or publicly available. In that regard, TPH assumed with our Board’s consent that the Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Harvest. TPH also assumed with our Board’s consent that (i) the executed Purchase Agreement (including the exhibits and schedules thereto) would not differ from the draft versions TPH examined, (ii) the consideration in the proposed transaction will not be reduced as a result of any purchase price adjustments in the Purchase Agreement or otherwise, (iii) the transaction will not result in the default or acceleration of any obligation under material agreements of Harvest, HNR Energia or any of their

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subsidiaries and (iv) all governmental, regulatory or other consents or approvals necessary for the consummation of the transaction will be obtained without any material adverse effect on Harvest, HNR Energia their subsidiaries or the expected benefits of the transaction in any way meaningful to TPH’s analysis. TPH did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Harvest, HNR Energia or any of their subsidiaries and TPH was not furnished with any such evaluation or appraisal. TPH’s opinion did not address any legal, regulatory, tax or accounting matters.

TPH’s opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to TPH as of, November 15, 2016. TPH assumed no obligation to update, revise or reaffirm its opinion and expressly disclaimed any responsibility to do so based on circumstances, developments or events that occur after the date its opinion was rendered.

The estimates contained in TPH’s analysis and the results from any particular analysis are not necessarily indicative of future results, which may be significantly more or less favorable than suggested by any analysis. In addition, analyses relating to the value of businesses or assets neither purport to be appraisals nor do they necessarily reflect the prices at which businesses or assets may actually be sold. Accordingly, TPH’s analysis and estimates are inherently subject to substantial uncertainty.

In arriving at its opinion, TPH did not attribute any particular weight to any particular analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Several analytical methodologies were employed by TPH in its analyses, and no one single method of analysis should be regarded as critical to the overall conclusion reached by TPH. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, TPH believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and all factors in their entirety, could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by TPH, therefore, is based on the application of TPH’s own experience and judgment to all analyses and factors considered by it, taken as a whole. The delivery of TPH’s opinion was approved by its fairness opinion committee.

TPH’s opinion addresses only the fairness from a financial point of view, as of November 15, 2016, to Harvest of the consideration to be received by HNR Energia pursuant to the Purchase Agreement. TPH’s opinion did not address the underlying business decision of Harvest or HNR Energia to engage in or consummate the transaction, or the relative merits of the transaction as compared to any other alternative transaction that might be available to Harvest or HNR Energia. TPH did not express any view on, and the fairness opinion did not address, any other term or aspect of the Purchase Agreement or the transaction, including the fairness of the transaction to, or any consideration received in connection with the transaction by, creditors or other constituencies of Harvest or HNR Energia; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Harvest or HNR Energia, or any class of those persons, in connection with the transaction, whether relative to the consideration pursuant to the Purchase Agreement or otherwise. TPH did not express any opinion as to the price at which the shares of our common stock will trade at any time.

The data and analyses summarized in this proxy statement are from TPH’s presentation to our Board delivered on November 15, 2016, which primarily used market closing prices as of November 14, 2016. The analyses summarized below include information presented in tabular format. To fully understand the financial analyses performed, the tables must be considered together with the textual summary of the analyses.

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Research Consensus per Bloomberg (“ Research Consensus ”):

3-Year Historical Average (“ Three-Year Average ”):

Net Asset Value Analysis

TPH performed an asset-level Net Asset Value analysis of Harvest. TPH calculated the present value, as of November 1, 2016, of the future cash flows (giving effect to the terms of the Dussafu PSC) expected to be generated in 2016 through the earlier of (i) the remaining term of the Dussafu PSC, which expires in 2038, or (ii) the end of the assets’ economic life, based on the estimates of production, operating expenses and capital expenditures reflected in the Forecasts. In performing this analysis, TPH applied discount rates ranging from 15% to 30%. The discount rates were based on an analysis of the weighted average cost of capital of certain comparable companies with international undeveloped contingent oil and gas resources, companies with oil and gas assets in West Africa and companies with oil and gas assets in the Gulf of Mexico, all of which were adjusted for the relative risk premium (based on third party reports) associated with operating in Gabon. TPH estimated Net Asset Value as the present value of the unlevered free cash flows generated by these estimates. For the purposes of its analysis, unlevered cash flow was calculated as net cash flows to Harvest Dussafu after giving effect to the Dussafu PSC. The commodity prices used to derive the cash flows were based on Strip, Research

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Consensus and Three-Year Average prices. The analysis assumed that Harvest would obtain financing to fund development costs; however, management does not believe that equity or debt financing would be readily available to Harvest. Using Strip commodity prices, the foregoing discount rate sensitivities applied to the Net Asset Value calculation resulted in an implied valuation range of $(7) million to $28 million. Using Research Consensus commodity prices, the foregoing discount rate sensitivities applied to the Net Asset Value calculation resulted in an implied valuation range of $23 million to $81 million. Using Three-Year Average commodity prices, the foregoing discount rate sensitivities applied to the Net Asset Value calculation resulted in an implied valuation range of $40 million to $111 million.

Precedent Transaction Analysis

Using publicly available information and third party research, TPH reviewed certain transactions in the upstream energy industry involving assets located in Africa (i) that were announced since January 1, 2000, (ii) for assets with greater than 75% of oil based on proven and probable reserves (2P reserves), (iii) that included only undeveloped reserves, (iv) with a transaction value of less than $500 million and (v) announced when the dated Brent oil price was less than $75 (per Bbl) on the day preceding the announcement. TPH conducted a precedent transaction analysis to assess how similar transactions were valued. No selected transaction is identical to the proposed transaction. Accordingly, TPH believes that purely quantitative analyses are not, in isolation, determinative in the context of the transaction and that qualitative judgments concerning differences between the financial and operating characteristics and prospects of Harvest Dussafu and the selected precedent transactions that could affect the values are also relevant. The following list sets forth the selected transactions reviewed:

For the analysis, TPH calculated multiples equal to the quotient of the reported transaction value divided by 2P reserves (such ratio referred to in this proxy statement as “TV/2P”). The observed multiple ranges from the analysis resulted in a minimum TV/2P of $0.34, a median TV/2P of $0.84 and a maximum TV/2P of $2.95. TPH applied the indicated multiples to Harvest’s 2C Gross Resource Estimates multiplied by Harvest’s two-thirds working interest (“ Net Working Interest Resources Estimates ”). From this analysis, TPH estimated an implied valuation range of $7.1 million to $61.4 million, with a median implied valuation of $17.5 million. The analysis did not give effect to the terms of the Dussafu PSC, which would have resulted in Harvest being entitled to fewer barrels than the Net Working Interest Resources Estimates. Applying the indicated multiples to the net entitlement barrels would result in lower implied valuations for Harvest’s interest than those described above.

Trading Comparables Analysis

TPH reviewed and analyzed certain financial information including valuation multiples related to selected comparable international upstream energy companies with contingent resources and no production. The selected

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companies were Bowleven Plc, FAR Ltd., Hurricane Energy Plc, Karoon Gas Australia Ltd., Providence Resources Plc, Pura Vida Energy NL and Xcite Energy Ltd. The preceding companies are referred to in this discussion as the “selected comparable companies.”

TPH selected the companies reviewed in its analysis because, among other things, in TPH’s judgment the selected comparable companies operate businesses that have certain shared characteristics with Harvest Dussafu. However, no selected company or group of companies is identical to Harvest Dussafu. Accordingly, TPH believes that purely quantitative analyses are not, in isolation, determinative in the context of the transaction and that qualitative judgments concerning differences between the financial and operating characteristics and prospects of Harvest Dussafu and the selected comparable companies that could affect the values of each also are relevant. TPH calculated and compared the ratio of each selected comparable company’s (i) enterprise value (“ EV ”), calculated as the diluted equity value of each company in the selected comparable companies, plus book value of net debt, preferred equity and non-controlling interests, to its (ii) contingent 2C resource estimates (such ratio, “ EV/2C ”). The 2C resource estimates for each member of the selected comparable companies used by TPH in its analysis were based on our public disclosure.

The observed multiple ranges from the trading comparables companies resulted in a minimum EV/2C of $0.16, a median EV/2C of $0.55 and a maximum EV/2C of $1.96. TPH applied the indicated multiples to Harvest’s Net Working Interest Resource Estimates. From this analysis, TPH estimated an implied valuation range of $3.3 million to $40.9 million, with a median implied valuation of $11.4 million. The analysis did not give effect to the terms of the Dussafu PSC, which would have resulted in Harvest being entitled to fewer barrels than the Net Working Interest Resources Estimates. Applying the indicated multiples to the net entitlement barrels would result in lower implied valuations for Harvest’s interest than those described above.

General

TPH and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes.

TPH and its affiliates also engage in securities trading and brokerage, private equity activities, investment management activities, equity research and other financial services, and in the ordinary course of these activities, TPH and its affiliates may from time to time acquire, hold or sell, for their own accounts and for the accounts of their customers, (i) equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of Harvest or any of the other parties to the transaction and any of their respective affiliates and (ii) any currency or commodity that may be involved in the transaction and the other matters contemplated by the Purchase Agreement.

In addition, TPH and its affiliates and certain of its and their employees, including members of the team performing services in connection with the transaction, as well as certain private equity funds and investment management funds associated or affiliated with TPH in which they may have financial interests, may from time to time acquire, hold or make direct or indirect investments in or otherwise finance a wide variety of companies, including Harvest or any of the other parties to the transaction and any of their respective affiliates. TPH was not requested to, and did not, participate in the negotiation of the terms of the Purchase Agreement or the transactions.

TPH is an internationally recognized investment banking firm that is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Our Board selected TPH to act as its financial advisor in connection with the transaction on the basis of TPH’s experience in transactions similar to the transaction described in the Purchase Agreement, its reputation in the investment community and its familiarity with us and our business.

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Since 2013, TPH has provided advisory services to us with respect to other acquisition and divestiture matters, and TPH has thus far received $1.4 million in compensation and expense reimbursement in connection with these engagements. In particular, in May 2016, TPH was engaged by the Special Committee of our Board to provide a fairness opinion regarding the sale of our assets in Venezuela, an assignment TPH completed in June 2016, and for which TPH received $1.0 in compensation. TPH may provide investment banking or other financial services to us or any of the other parties to the transactions or their respective shareholders or affiliates in the future. In connection with these investment banking or other financial services, TPH may receive compensation.

The description set forth above constitutes a summary of the analyses employed and factors considered by TPH in rendering its opinion to our Board. TPH believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering all analyses and factors, could create an incomplete view of the process underlying its opinion. The preparation of a fairness opinion is a complex, analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and is not necessarily susceptible to partial analysis or summary description.

No company or transaction used in the analyses of comparable transactions summarized above is identical or directly comparable to Harvest, HNR Energia or the transaction. Accordingly, these analyses must take into account differences in the financial and operating characteristics of the selected publicly traded companies and differences in the structure and timing of the selected transactions and other factors that would affect the public trading value and acquisition value of the companies considered.

Pursuant to the terms of our Board’s engagement of TPH, TPH became entitled to receive (i) a cash transaction fee of $1.0 million upon the sale of our Gabon interests and (ii) an additional fee of $1.0 million upon our Board’s request that TPH render a fairness opinion (regardless of the conclusion reached in the fairness opinion); provided that in no event may the sum of the fees listed in clause (i) and (ii) exceed 10% of the aggregate consideration received pursuant to the transaction. In addition, we have agreed to reimburse TPH for its reasonable out-of-pocket expenses incurred in connection with the engagement, including fees and disbursements of its legal counsel. We also agreed to indemnify TPH, its affiliates and their respective officers, directors, partners, agents, employees and controlling persons for certain liabilities related to or arising out of its rendering of services under its engagement, including liabilities under federal securities laws, or to contribute to payments TPH may be required to make in respect of these liabilities.

Results of Consummation of the Proposed Sale

As a result of the closing of the transaction, our primary asset will be cash, and we will not own or have any interest in any oil and gas properties.

Also as a result of the closing of the transaction, we may be obligated to make certain change of control payments to members of our management. For a description of these obligations, see – Interests of Our Executive Officers in the Proposed Sale beginning on page 56.

The NYSE continued listing requirements provide that a listed company’s securities can be delisted if the company’s operating assets have been substantially reduced. Based on conversations with the NYSE, we expect that our stock will be delisted soon after the closing of the sale of our Gabon interests because at that time we will have no substantial operating assets. If our Board decides to declare a dividend after the closing of the sale of our Gabon interests, we expect that this delisting will be timed to occur very soon after the payment of the dividend. There can be no assurances, however, that our Board will declare a dividend shortly after the closing of the sale of our Gabon interests.

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Use of Proceeds and Nature of Our Business Following the Proposed Sale

If the proposed sale of our Gabon interests is completed, our primary asset will be cash from the proceeds of the sale and cash from the closing of the sale of our Venezuelan interests in October 2016. We anticipate using a portion of this cash to pay for expenses and other costs related to the transaction, which we estimate will be approximately $1.4 million in the aggregate (a portion of which has been paid). We estimate that the costs of owning and managing our Gabon interests (including general and administrative costs and capital costs) from the date of this proxy statement to the date of closing the sale of our Gabon interests will be approximately $[        ] million. Under the Purchase Agreement, BW Energy will reimburse us for these costs. For more information, see Documents Governing the Proposed Sale – Purchase Agreement beginning on page 28.

After we complete the sale of our Gabon interests, we intend to dissolve, assuming that our stockholders authorize our proposed liquidation and dissolution. As part of our dissolution, the remaining proceeds from the sale of our Gabon interests, combined with our other cash assets, would be distributed from time to time to our stockholders of record on the dissolution date, subject to payment of general expenses associated with our dissolution and winding up, the payment of all known liabilities and the reservation of funds to pay possible future and contingent liabilities, in accordance with Delaware law. See Liquidation and Dissolution and Proposal 3 beginning on page 63. Our Board may also consider making a distribution to our stockholders shortly after the closing of the sale of our Gabon interests and before we commence dissolution proceedings, but there can be no assurances that our Board will declare this dividend.

If our stockholders do not authorize our proposed liquidation and dissolution, or if for any other reason our Board decides not to proceed with our liquidation and dissolution and winding up, we may continue to operate as an oil and gas company and our Board may consider distributing some of our cash assets to our stockholders and investing in new oil and gas properties or interests, subject to the sole discretion of our directors, based on what they believe is in the best interests of us and our stockholders.

Accounting Treatment of the Proposed Sale

Upon closing the sale or our Gabon interests, for accounting purposes, we will derecognize Harvest Dussafu as a subsidiary in accordance with Financial Accounting Standards Board Accounting Standards Codification 810-10-40, which states that an entity should deconsolidate a subsidiary when the parent relationship ceases to exist. A loss will be recognized and measured based on the difference between the fair value of the consideration received ($32 million, subject to adjustments) less the carrying amount of our investment in Harvest Dussafu ($30 million at September 30, 2016) and transaction costs estimated at $2.4 million.

We expect to realize a loss for United States (“ U.S. ”) federal income tax purposes on closing the sale of our Gabon interests. As a result of the sale, we expect that the tax effect for financial reporting purposes primarily will be attributable to any U.S. deferred tax liability recorded on the unremitted earnings of HNR Energia that are currently deferred from U.S. taxation. Upon closing, we will review unremitted earnings derived from our foreign operations and asset sales that are deferred from current U.S. taxation to determine if a U.S. deferred tax liability should be recorded on those earnings.

In assessing the need for a deferred tax liability on the unremitted foreign earnings, we will assess the available positive and negative evidence related to our U.S. net operating losses, alternative minimum credit carryforwards and other U.S. deferred tax assets to estimate if sufficient future taxable income will be generated to use some or all of the existing deferred tax assets. After reviewing the possible liquidation and dissolution of us and our subsidiaries, if we have determined that we may have taxable income in the U.S., the valuation allowance currently offsetting our U.S. deferred tax assets will be reduced accordingly.

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Material Income Tax Consequences of the Proposed Sale

Material U.S. Federal Income Tax Consequences

The following discussion is a general summary of the anticipated U.S. federal income tax consequences of the sale of our Gabon interests. The following discussion is based on the Internal Revenue Code of 1986 (the “ Code ”), its legislative history, currently applicable and proposed Treasury regulations under the Code (the “ Treasury Regulations ”) and published rulings and decisions, all as currently in effect as of the date of this proxy statement, an all of which are subject to change, possibly with retroactive effect. Tax considerations under the state and local laws, or federal laws other than those pertaining to income tax, are not addressed in this proxy statement. The following discussion has no binding effect on the Internal Revenue Service (“ IRS ”) or the courts.

Consequences to Our Stockholders

There should be no U.S. federal income tax consequence to our stockholders as a result of the sale of our Gabon interests, as we expect to realize a loss, through HNR Energia. However, stockholders may incur a tax if they receive dividends or other distributions from us of any proceeds from the sale of our Gabon interests, or if they sell or otherwise dispose of our stock in a taxable transaction at a price higher than their adjusted tax basis in that stock. You are urged to consult your own tax advisor with respect to the U.S. federal income, as well as state, local and non-U.S. tax consequences to you of receiving distributions on, or disposing of, our stock.

Consequences to Us

Neither Harvest nor HNR Energia should be subject to U.S. federal income tax rising from the sale of our Gabon interests inasmuch as the sale is expected to generate a loss for U.S. federal income tax purposes.

Material Dutch Income Tax Consequences

There will be no material Dutch tax consequences to us or our affiliates as a result of the sale of our Gabon interests. HNR Energia’s sale of shares in Harvest Dussafu will be fully exempt from corporate income tax as a result of the Dutch participation exemption.

Material Gabon Income Tax Consequences

The sale of shares of Harvest Dussafu will be treated as a sale of the Dussafu PSC for Gabon tax purposes. Gain would be realized to the extent the sales proceeds exceed Harvest Dussafu’s accumulated costs incurred in exploring and developing the petroleum property. The expected sale proceeds of $32 million (subject to adjustments) will not exceed our accumulated petroleum costs. Consequently, there should be no gain realized for Gabon income tax purposes and no Gabon income taxes should be due.

Transfer Taxes

Under the Purchase Agreement, all transfer taxes that may be imposed as a result of the sale of our Gabon interests are the responsibility of BW Energy.

Regulatory Matters

We are not aware of any antitrust or other material regulatory consents that are required in connection with the sale of our Gabon interests, except for the approvals by the Gabonese Minister in Charge of Economy and the Gabonese Minister in Charge of Petroleum, representing the Government of Gabon. As of the date of this proxy statement, these approvals have not been obtained.

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DESCRIPTION OF INTERESTS TO BE SOLD

Under the Purchase Agreement, we and HNR Energia agreed to sell all of HNR Energia’s 100% equity interest in Harvest Dussafu to BW Energy. The sale of our equity interest in Harvest Dussafu will constitute the sale of all of our interests in Gabon.

General

Our Gabon interests consist of our 66.667% ownership interest in the Dussafu PSC. We acquired this ownership interest in 2008 through two separate acquisitions. We are the operator of the Dussafu PSC. The other 33.333% ownership interest in the Dussafu PSC is currently held by Pan-Petroleum. In addition to the Purchase Agreement to acquire our interests in Gabon, BW Energy also has entered into a memorandum of understanding with Pan-Petroleum relating to the proposed acquisition of a further 25% interest in the Dussafu PSC. If both of these transactions close, BW Energy would own a 91.667% interest in the Dussafu PSC, Pan-Petroleum would own an 8.333% interest in the Dussafu PSC, and we would cease to have any interest in the Dussafu PSC.

Operations under the Dussafu PSC are located offshore Gabon, adjacent to the border with the Republic of Congo, and currently cover an area of 850.5 square kilometers, or approximately 210,163 acres, which is the area included in an exclusive exploitation authorization awarded by the government in July 2014 (“ EEA ”). All areas outside of the EEA were relinquished in 2016. Water depths in the EEA range from approximately 250 feet to 1,650 feet. Production and infrastructure exist in the blocks contiguous to the Dussafu PSC.

Pan-Petroleum, we and Gabon, represented by the Ministry of Mines, Energy, Petroleum and Hydraulic Resources (the “ Ministry ”), entered into a third exploration phase of the Dussafu PSC with an effective date of May 28, 2012. On March 26, 2014, we approved a resolution that the discovered fields are commercial to exploit. On June 4, 2014, a declaration of commerciality was signed with Gabon pertaining to four discoveries on the Dussafu project. On July 17, 2014, the Direction Generale Des Hydrocarbures awarded the EEA for the development and exploitation of certain oil discoveries on the Dussafu project. On October 10, 2014, the field development plan (“ FDP ”) was approved. The third exploration phase expired on May 27, 2016. This expiration will have no effect on the previously discovered fields under the EEA, however, because we have four years from the date of the EEA (that is, until July 16, 2018) to begin production. We have met all funding commitments for the third exploration phase of the Dussafu PSC.

In December 2014, we recorded a $50.3 million impairment related to the unproved costs of the Dussafu PSC based on a qualitative analysis that considered our current liquidity needs, our inability to attract additional capital and the decrease in oil and natural gas prices. In December 2015, we reassessed the carrying value of the unproved costs related to the Dussafu PSC and recorded an additional impairment of $23.2 million based on an analysis of the value of the unproved costs that considered the value of the contingent and exploration resources and our ability to develop the project given its current liquidity situation and the depressed price of crude oil. We also impaired the oilfield inventory related to our Gabon interests by $1.0 million as of December 31, 2015. During the nine months ended September 30, 2016, we recorded an additional $1.4 million impairment related to the inventory, leaving $1.6 million related to this inventory. We recorded the oilfield inventory impairment based on the decrease in prices and demand for inventory due to continued decreases in oil prices. Operational activities during the year ended December 31, 2015, included continued evaluation of development plans, based on the 3D seismic data acquired in late 2013 and processed during 2014.

Drilling and Development Activity

During 2011, we drilled our first exploratory well, Dussafu Ruche Marin-1 (“ DRM-1 ”), and two appraisal sidetracks. We discovered oil of approximately 149 feet of pay within the Gamba and Middle Dentale Formations. DRM-1 and the sidetracks are currently suspended pending further exploration and development activities.

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During the fourth quarter of 2012, our second exploration well on the Tortue prospect to target stacked pre-salt Gamba and Dentale reservoirs commenced. Dussafu Tortue Marin-1 (“ DTM-1 ”) was spud on November 19, 2012 in a water depth of 380 feet. On January 4, 2013, we announced that DTM-1 had reached a vertical depth of 11,260 feet within the Dentale Formation. Log evaluation and pressure data indicate that we have an oil discovery of approximately 42 feet of pay in a 72-foot column within the Gamba Formation and 123 feet of pay in stacked reservoirs within the Dentale Formation.

The first appraisal sidetrack of DTM-1 (“ DTM-1ST1 ”) was spud on January 12, 2013. DTM-1ST1 was drilled to a total depth of 11,385 feet in the Dentale Formation, approximately 1,800 feet from DTM-1 wellbore, and found 65 feet of pay in the primary Dentale reservoir. Several other stacked sands with oil shows were encountered; however, due to a stuck downhole tool, logging operations were terminated before pressure data could be collected to confirm connectivity. The downhole tool was retrieved and the DTM-1 and DTM-1ST1 were suspended for future re-entry.

Central/inboard 3D seismic data acquired in 2011 has been processed and interpreted to evaluate prospectivity. We have also completed processing data from the 1,260 square kilometer 3D seismic survey acquired during the fourth quarter of 2013. This survey provides 3D coverage over the outboard portion of the block and has confirmed significant pre-salt prospectivity that had been inferred from 2D seismic data. The new 3D seismic data also covers the Ruche, Tortue and Moubenga discoveries and we expect will facilitate the effective placement of future development wells in the Ruche and Tortue development program, as well as allowing improved assessment of the numerous undrilled structures already identified on older 3D seismic surveys.

Since approval of the FDP in October 2014, Harvest has continued to move toward development of the Ruche exclusive exploitation area. A tender for all the subsea equipment was concluded in January 2015 when prices exceeded the costs employed in the FDP. Efforts continue to negotiate with the lowest priced vendors and to revise the development scheme to bring the projected cost back to the FDP levels. The depth volume from the 2013 3D seismic acquisition over the discovered fields and the outboard area of the license has been received and interpreted.

A new seismic survey commenced in October 2013. We received the first high quality seismic products during the second quarter of 2014 and interpretation was completed in early 2015. The new 3D seismic data was extended over the two discoveries and should enhance the placement of future development wells in the Ruche and Tortue development program. We continue to evaluate our prospects, but we have not drilled any additional wells.

This new data was incorporated into our reservoir models. Optimization of well trajectories to maximize oil recovery is ongoing. Results from an ongoing seismic inversion study, aimed at recognizing reservoir ‘sweet spots’, will be incorporated when available. The prospect inventory has been updated and several prospects have been high graded for drilling. Operational activities during the year ended December 31, 2015, included continued evaluation of development plans based on the 3D seismic data acquired in late 2013 and processed during 2014.

We engaged a contractor to undertake a fixed-price, geophysical site survey over multiple potential well locations in the Dussafu block in August 2015. The survey is a prerequisite for siting mobile drilling units and other installations required for continuing exploration and development activities over the license. The survey will provide information about the seabed and shallow geological conditions, essential for the safe siting and operation of these installations. A tender for a jackup drilling rig was completed in November 2015 and a tender for well testing and other services was concluded in January 2016.

All of our drilling activities are conducted on a contract basis with independent drilling contractors. We do not directly operate any drilling equipment.

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Since 2012, we have considered options to develop, sell or farm-down our interest in the Dussafu PSC to obtain the maximum value from the asset, while maintaining the required liquidity to continue our operations.

For information regarding our efforts to monetize our interests in Gabon, see – The Proposed Sale – Background of the Proposed Sale beginning on page 11.

We have participated in the drilling of exploration wells in Gabon as follows:

The following table summarizes the developed and undeveloped acreage in Gabon that we own, lease or hold under concession as of December 31, 2016:

DOCUMENTS GOVERNING THE PROPOSED SALE

The following is a summary of the material documents relevant to the proposed sale of our Gabon interests. The Purchase Agreement is attached to this proxy statement as Appendix A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information that is important to you. To understand the proposed sale of our Gabon interests more fully, and for a more complete legal description of the proposed sale, you are urged to read this entire proxy statement carefully, including the appendices.

The descriptions of the documents governing the proposed sale of our Gabon interests have been included to provide you with general information regarding the terms of each document. Except for the status of each document as a contractual document among the parties with respect to the proposed sale, these descriptions are not intended to provide factual information about any of the parties. The documents may contain representations and warranties made by the parties as of specific dates or based on a party’s knowledge and belief, may be subject to limitations agreed on by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating risk between the parties instead of establishing these matters as facts, and may apply standards of materiality in a way that is different from what may be viewed as material by you or by other investors. You should not rely on the representations and warranties set forth in these documents as statements of factual information.

Purchase Agreement

General

We, HNR Energia, and BW Energy entered into the Purchase Agreement on December 21, 2016. An overview of some of the terms and conditions of the Purchase Agreement is provided below. This overview is not intended to be a complete description of all of the terms and conditions in the Purchase Agreement and you are urged to read the Purchase Agreement in its entirety.

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We own 100% of HNR Energia. HNR Energia owns 100% of the equity interests in Harvest Dussafu, which is the interest to be sold to BW Energy under the Purchase Agreement. Harvest Dussafu owns all of our Gabon interests.

At the closing described in the Purchase Agreement, HNR Energia will sell its 100% interest in Harvest Dussafu in exchange for a cash purchase price of $32 million, subject to the following adjustments:

Closing

The closing will take place five business days after the date on which the conditions to the closing set out in the Purchase Agreement have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the closing), or at such other time as the parties may agree.

Conditions to the Proposed Sale

The obligations of HNR Energia and BW Energy to consummate the proposed sale of our Gabon interests at the closing are subject to the satisfaction (or waiver by HNR Energia and BW Energy), on or before the closing date, of the following conditions:

The obligation of HNR Energia to consummate the proposed sale of our Gabon interests at the closing is subject to the satisfaction (or waiver by HNR Energia), on or before the closing date, of the following conditions:

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The obligation of BW Energy to consummate the proposed sale of our Gabon interests at the closing is subject to the satisfaction (or waiver by BW Energy), on or before the closing date, of the following conditions:

Representations and Warranties

The representations and warranties made in the Purchase Agreement do not purport to be accurate as of the date of this proxy statement or to provide factual information about the parties to the Purchase Agreement.

HNR Energia made various representations and warranties in the Purchase Agreement, subject to certain detailed exceptions provided to BW Energy in writing. These representations and warranties relate to, among other things:

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We made various representations and warranties in the Purchase Agreement. These representations and warranties relate to our legal existence and our power and authority to enter into the Purchase Agreement, which does not violate our governing documents, cause a material default or create an encumbrance under any material agreement to which we are a party, or violate any judgment, order, ruling, decree or law applicable to us, and the absence of claims or investigations with respect to us that might delay or prevent consummating the transaction.

BW Energy made various representations and warranties in the Purchase Agreement. These representations and warranties relate to, among other things:

Certain Actions Before the Closing

HNR Energia has agreed to ensure that Harvest Dussafu will not take any of the following actions before the closing without the written consent of BW Energy:

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HNR Energia has also agreed to ensure that Harvest Dussafu will take the following actions before the closing:

Other Covenants

Under the Purchase Agreement, we have made a number of other covenants, including the following:

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Under the Purchase Agreement, BW Energy made a number of covenants, including the following:

The parties have made a number of other covenants, including the following:

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Exclusivity, Superior Proposals, Fiduciary Out and Change of Board Recommendation

Exclusivity . We have agreed that, until our stockholders approve the sale of our Gabon interests or the earlier termination of the Purchase Agreement, and subject to our rights described in the second, third and fourth paragraphs of this section, we will not solicit, induce or encourage any inquiries or proposals that would lead to an acquisition proposal, participate in any discussions regarding an acquisition proposal, furnish any information about us to any person in connection with any acquisition proposal, approve, endorse or recommend any acquisition proposal, withdraw our Board’s recommendation in favor of the proposed acquisition by BW Energy, or enter into any agreement relating to any acquisition proposal. For purposes of the Purchase Agreement, an “acquisition proposal” is any offer or proposal regarding a merger, consolidation or other business combination involving us, HNR Energia, or Harvest Dussafu or regarding a sale, lease or other disposition having the effect of transferring or disposing of the equity interests of Harvest Dussafu.

Superior Proposals . However, if we receive an unsolicited acquisition proposal before we receive our stockholders’ authorization of the proposed transaction, and our Board determines in good faith, after consultation with its financial advisors and outside counsel, that the acquisition proposal is a superior proposal, we may furnish information about us to, and participate in discussions with, the person making the acquisition proposal on a confidential basis. For purposes of the Purchase Agreement, a “superior proposal” is an acquisition proposal that is more favorable to us than the transaction with BW Energy described in the Purchase Agreement, taking into consideration the financial, legal and regulatory aspects of the acquisition proposal, the identity of the person making the acquisition proposal, the likelihood of completion of the acquisition proposal, whether the acquisition proposal is likely to impose material obligations on us in connection with obtaining governmental approvals and whether the acquisition proposal is subject to a financing condition reasonably likely to be satisfied. If we receive an acquisition proposal or request for information that we do not promptly reject, we must notify BW Energy of the acquisition proposal or request and keep it informed of any related developments.

Fiduciary Out . If we determine that we have received a superior proposal, we may terminate the Purchase Agreement and enter into a definitive agreement with respect to the superior proposal if: (1) the superior proposal has not been withdrawn or revised, (2) we have not yet obtained our stockholders’ authorization of the proposed transaction, (3) we have notified BW Energy of the superior proposal and provided copies of the related transaction agreements, (4) if BW Energy has so requested, we have engaged in good faith negotiations with BW Energy to amend the Purchase Agreement so that the superior proposal no longer constitutes a superior proposal, and (5) we pay BW Energy a termination fee of $1.12 million.

Change of Board Recommendation to Our Stockholders . In addition to our right to enter into a superior proposal discussed in the immediately preceding paragraph, our Board may change its recommendation to our stockholders that they approve the sale described in the Purchase Agreement if: (1) there is a change or development that is material which does not relate to any acquisition proposal and was not known to our Board on the date that the Purchase Agreement was signed, (2) our Board determines in good faith after consultation with its outside counsel that the failure to change its recommendation to our stockholders would constitute a breach of its fiduciary duties to our stockholders and (3) we notify BW Energy of our intent to change our Board’s recommendation and, if BW Energy so requests, we engage in good faith negotiations with BW Energy to amend the terms of the Purchase Agreement in a manner that obviates the need for the change of our Board’s recommendation.

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Termination

The Purchase Agreement may, by written notice given before or at the closing, be terminated:

Termination Consequences

If the Purchase Agreement is terminated because our stockholders fail to authorize the sale of our Gabon interests in accordance with the Purchase Agreement, there is an outstanding acquisition proposal at the time of the special meeting of our stockholders, and we or any of our subsidiaries enters into an agreement relating to the outstanding acquisition proposal within 12 months from the date of the termination, then we must pay BW Energy a termination fee of $1.12 million.

If the Purchase Agreement is terminated by HNR Energia because our Board has changed its recommendation to our stockholders to authorize the sale of our Gabon interests in accordance with the Purchase Agreement, then we must pay BW Energy a termination fee of $1.12 million.

If the Purchase Agreement is terminated by HNR Energia because of an uncured or incurable breach of BW Energy’s warranties or covenants in the Purchase Agreement, then HNR Energia will be paid the $2.5 million deposited by BW Energy in the escrow account at the time of signing the Purchase Agreement. If the Purchase Agreement is terminated for any other reason, then BW Energy will be paid the $2.5 million deposited by it in the escrow account at the time of signing the Purchase Agreement.

Amendment

The Purchase Agreement may be amended in writing by agreement of the parties at any time before or after we receive authorization from our stockholders for the proposed sale. After we receive stockholder authorization, however, we will not agree to any amendment that by law requires further approval by our stockholders without obtaining further stockholder approval.

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Applicable Law and Dispute Resolution

The Purchase Agreement is governed by the laws of England, except for any conflicts of laws principles requiring the application of the laws of another jurisdiction. Disputes under the Purchase Agreement will be subject to a resolution process among the parties and if the dispute cannot be so resolved, it will be decided by arbitration before the Singapore International Arbitration Centre pursuant to its rules.

Related Documents

Guarantee

Concurrently with the execution and delivery of the Purchase Agreement, BW Offshore Singapore Pte Ltd (“ BWO Singapore ”), an affiliate of BWO, executed and delivered its guarantee (the “ Guarantee ”). Under the Guarantee, BWO Singapore guaranteed to HNR Energia the due and punctual payment of all monies payable by BW Energy or any affiliated or other permitted transferee under the Purchase Agreement. The Guarantee terminates when all obligations of BWO Singapore under the Guarantee have been paid in full. The form of the Guarantee is included as Annex A to the Purchase Agreement, which is attached to this proxy statement as Appendix A .

Escrow Agreement

Concurrently with the execution and delivery of the Purchase Agreement, HNR Energia, BW Energy and Citibank, N.A. entered into an escrow agreement (the “ Escrow Agreement ”), with Citibank acting as the escrow agent. Under the Escrow Agreement, on December 21, 2016, BW Energy deposited into an escrow account $2.5 million. If the Purchase Agreement is terminated by HNR Energia because of an uncured or incurable breach of BW Energy’s warranties or covenants in the Purchase Agreement, then HNR Energia will be paid the $2.5 million deposited by BW Energy into the escrow account. If the Purchase Agreement is terminated for any other reason, then BW Energy will be paid the $2.5 million deposited by it in the escrow account.

Upon closing of the sale of our Gabon interests, $2.5 million of the purchase price will be retained in the escrow account. The $2.5 million will be held in escrow to be used if BW Energy incurs losses as a result of a breach of our warranties under the Purchase Agreement. Three months after the closing of the sale of our Gabon interests pursuant to the Purchase Agreement (or six months after the closing if our shareholders do not approve the plan of dissolution of Harvest), the escrow agent will pay HNR Energia all amounts remaining in this escrow account not used (or reserved for use under pending claims) to pay BW Energy, or its designees, for any such losses.

INFORMATION ABOUT US

Executive Summary

Harvest Natural Resources, Inc. is a petroleum exploration and production company incorporated under Delaware law in 1988. Our focus has been on acquiring exploration, development and producing properties in geological basins with proven active hydrocarbon systems. Our technical, business development and operating personnel have identified low entry cost exploration opportunities in areas with large hydrocarbon resource potential. Until October 2016, when we sold our Venezuelan interests, we owned and had developed significant interests in Venezuela. We currently hold only exploration acreage offshore of Gabon, which comprise the Gabon interests we propose to sell under the Purchase Agreement. We operate from our Houston, Texas headquarters. We also have a field office in Port-Gentil, Gabon, to support operations there. Our operations in Budong-Budong (Onshore Indonesia) and in Colombia have been discontinued. It is currently our intention to liquidate, dissolve and wind up the corporation and its subsidiaries, as described in Liquidation and Description of the Dissolution and Proposal 3 beginning on page 63.

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This section of the proxy statement ( Information About Us ) relates primarily to us in general. For more specific information regarding our Gabon interests, see – Description of Interests to Be Sold beginning on page 26. A chart showing our relationships to our subsidiaries is on page 2.

As of September 30, 2016 we had total assets of $45.1 million, including unrestricted cash of $2.5 million, assets associated with discontinued operations of $11.0 million, property and equipment, net, of $30.3 million and other assets. For the nine months ended September 30, 2016, we had no revenues from continuing operations and net cash used in continuing operating activities of $9.2 million. As of December 31, 2015, we had total assets of $47.8 million, including unrestricted cash of $2.5 million, assets associated with discontinued operations of $10.4 million, property and equipment, net, of $31.4 million and other assets. For the year ended December 31, 2015, we had no revenues from continuing operations and net cash used in operating activities of $19.4 million. As of December 31, 2014, we had total assets of $228.0 million, including unrestricted cash of $6.1 million, assets associated with discontinued operations of $165.4 million, property and equipment, net, of $54.5 million and other assets. For the year ended December 31, 2014, we had no revenues from continuing operations and net cash used in operating activities of $38.6 million.

Operations by Geographical Locations

Gabon

Our current operating assets are in Gabon. We are asking you to approve the sale of our Gabon interests as described in this proxy statement. For more information about our Gabon operations, see – Description of Interests To Be Sold beginning on page 26.

Venezuela

Our most significant operations were in Venezuela for many years. Before 2005, we operated our Venezuelan assets through an operating service agreement between us and an affiliate of the Government of Venezuela, Petroleos de Venezuela S.A. (“ PDVSA ”). In 2005, the Government of Venezuela declared all operating service agreements in the country void. In 2007, as required by the Government of Venezuela, we converted our agreements into an ownership interest in a new joint venture, Petrodelta S.A. (“ Petrodelta ”), between us and affiliates of PDVSA. Petrodelta holds acreage in eastern Venezuela, including proven oil fields and undeveloped properties. In the ensuing years, PDVSA and its affiliates failed to pay amounts owed to contractors doing work for Petrodelta, reported shortfalls in meeting its cash requirements for operations and capital expenditures payable to Petrodelta, and fell behind in its payment obligations to Petrodelta. As a result, Petrodelta incurred liquidity constraints, was not able to carry out its business plan, and was not able to pay declared dividends to its owners, including us, or to declare additional dividends.

In December 2013, we sold part (approximately 36%) of our interest in Petrodelta, indirectly through subsidiaries, to Petroandina Resources Corporation N.V. (“ Petroandina ”) for $125 million in cash, under a contract that called for the sale of our remaining 51.0% interest subject to certain conditions, including the approval of the Government of Venezuela, which refused to approve the second sale. After terminating our contract with Petroandina in January 2015, we attempted to negotiate a new framework for the restructuring of the management and operations of Petrodelta, but we were unable to complete definitive agreements to effect a new framework. In June 2016, we entered into an agreement to sell our remaining interest in Petrodelta, indirectly through subsidiaries, to CT Energy Holding SRL (“ CT Energy ”). On October 7, 2016, we completed this sale to a permitted assignee and affiliate of CT Energy for consideration consisting of $80 million in cash, a $12 million promissory note, the cancellation of $30 million in debt owed by us to CT Energy, the relinquishment of all of our common stock held by CT Energy (approximately 16.8% of our outstanding common stock) and the cancellation of CT Energy’s warrant to purchase up to 34,070,820 shares (8,517,705 shares post-reverse stock split) of our common stock for $1.25 ($5.00 post reverse stock split) per share. For more information about the terms of the transaction, see Information About Us – Unaudited Pro Forma Consolidated Financial Information of Harvest Natural Resources, Inc . beginning on page 44. Following the sale, we no longer own any interests in Venezuela.

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Budong-Budong, Onshore Indonesia

We fully impaired our investment in the Budong Production Sharing Contract (“ Budong PSC ”) in Indonesia as of March 31, 2014. In June 2014, Harvest and its partner adopted a resolution to terminate the Budong PSC. We advised the Indonesian government of this decision and submitted a request to terminate the Budong PSC. On February 5, 2015, we entered into a purchase agreement to transfer shares of Harvest Budong-Budong B.V. to Stockbridge Capital Limited for a nominal amount. On February 17, 2015, a request to withdraw the earlier termination request was made to the Indonesian government and was accepted on April 15, 2015. The transfer of shares to Stockbridge Capital Limited was completed on May 4, 2015. We no longer have any interests in Indonesia.

Colombia

We received notices of default from our partners in Colombia for failing to comply with certain terms of the farm-down agreements for our interests there, followed by notices of termination on November 27, 2013. Our partners filed for arbitration of claims related to these agreements. After evaluating these circumstances, we determined that it was appropriate to fully impair the costs associated with these interests. On December 14, 2014, we settled all arbitration claims for a payment of $2.0 million and the arbitration was dismissed. We no longer have any interests in Colombia.

General Information

Properties

Our corporate headquarters are in Houston, Texas, which we lease on a month-to-month basis for $33,813.60 per month. We have the right to terminate this office lease on 60 days’ notice.

We also have a lease in Houston with EXP for additional office space historically used for our Dussafu operations. We are currently paying $7,145 per month under this lease, which expires February 28, 2017. We have the right to terminate this lease on 60 days’ notice.

Employees

At December 31, 2015, we employed 27 full-time employees. As of December 31, 2016, we employed 16 full-time employees. We augment our employees from time to time with independent consultants, as required.

Regulation

Our operations and our ability to finance and fund our business strategy are affected by political developments and laws and regulations in the area in which we operate. In particular, oil and natural gas production operations and economics are affected by changes in government; civil unrest; price and currency controls; limitations on oil and natural gas production; tax, environmental, safety and other laws relating to the petroleum industry; changes in laws relating to the petroleum industry; and changes in contract interpretation and policies of contract adherence.

In any country in which we may do business, the oil and natural gas industry legislation and agency regulation are periodically changed, sometimes retroactively, for a variety of political, economic, environmental and other reasons. Numerous governmental departments and agencies issue rules and regulations binding on the oil and natural gas industry, some of which carry substantial penalties for the failure to comply. The regulatory burden on the oil and natural gas industry increases our cost of doing business and our potential for economic loss.

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Our operations are subject to various federal, state, local and international laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. The cost of compliance could be significant. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial and damage payment obligations, or the issuance of injunctive relief (including orders to cease operations). Environmental laws and regulations are complex and have tended to become more stringent over time. We also are subject to various environmental permit requirements. Some environmental laws and regulations may impose strict liability, which could subject us to liability for conduct that was lawful at the time it occurred or conduct or conditions caused by prior operators or third parties. To the extent laws are enacted or other governmental action is taken that prohibits or restricts drilling or imposes environmental protection requirements that result in increased costs to the oil and natural gas industry in general, our business and financial results could be adversely affected.

Competition

We encounter substantial competition from major, national and independent oil and natural gas companies in acquiring properties and leases for the exploration and development of crude oil and natural gas. The principal competitive factors in the acquisition of oil and natural gas properties include staff and data necessary to identify, investigate and purchase properties, the financial resources necessary to acquire and develop properties, and access to local partners and governmental entities. Many of our competitors have influence, financial resources, staffs, data resources and facilities substantially greater than ours.

Oil Prices

Oil and natural gas prices historically have been volatile, and this volatility is expected to continue. Prevailing prices for these commodities are subject to wide fluctuation in response to relatively minor changes in supply and demand and a variety of additional factors beyond our control. Since we are an independent oil producer, our revenue, other income and profitability, reserve values, access to capital and future rate of growth substantially depend on the prevailing prices of crude oil and natural gas. We did not have any revenues for the nine months ended September 2016 or the years ended December 31, 2015 and 2014.

We currently do not have any oil production that is hedged. While hedging limits the downside risk of adverse price movements, it may also limit future revenues from favorable price movements.

Risk Factors

Risk factors relating to our business and our industry are discussed in our Annual Report on Form 10-K filed with the SEC on March 29, 2016, under the heading Item 1A. Risk Factors. For additional risk factors relating to the sale of our Gabon interests and our proposed liquidation and dissolution, see – The Proposed Sale – Risk Factors Related to the Proposed Sale of Our Gabon Interests beginning on page 6 and Description of the Liquidation and Dissolution – Risk Factors Related to the Proposed Liquidation and Dissolution beginning on page 75.

Legal Proceedings

On February 27, 2015, Harvest (US) Holdings, Inc. (“ Harvest US ”), Branta LLC and Branta Exploration & Production Company, LLC filed a complaint against Newfield Production Company (“ Newfield ”) in the United States District Court for the District of Colorado. The plaintiffs previously sold oil and natural gas assets located in Utah’s Uinta Basin to Newfield pursuant to two purchase and sale agreements, each dated March 21, 2011. In the complaint, the plaintiffs allege that, before the sale, Newfield breached separate confidentiality agreements with Harvest US and Branta by discussing the auction of the assets with a potential bidder for the assets, which caused the potential bidder not to participate in the auction and resulted in a depressed sales price for the assets. The complaint seeks damages and fees for breach of contract, violation of the Colorado Antitrust Act, violation of the Sherman Antitrust Act and tortious interference with a prospective business advantage. In September 2015, plaintiffs amended their complaint to add Ute Energy, LLC and Crescent Point Energy Corporation as defendants.

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Subsequently, Plaintiffs agreed to dismiss with prejudice all claims against Ute Energy, LLC and Crescent Point Energy Corporation. On August 12, 2016, the court denied Newfield’s motion to dismiss the claim, and the suit against Newfield is ongoing.

On May 31, 2011, on behalf of Harvest Dussafu, the United Kingdom branch of our wholly owned subsidiary, Harvest UK, initiated a wire transfer of approximately $1.1 million ($0.7 million net to our 66.667% interest) intending to pay Libya Oil Gabon S.A. (“ LOGSA ”) for fuel that LOGSA supplied to Harvest Dussafu, for our drilling operations in Gabon. On June 1, 2011, our bank notified us that it had been required to block the payment in accordance with the U.S. sanctions against Libya as set forth in Executive Order 13566 of February 25, 2011, administered by the U.S. Office of Foreign Assets Control (“ OFAC ”), because the payee, LOGSA, may be a blocked party under the sanctions. The bank further advised us that it could not release the funds to the payee or return the funds to us unless we obtain authorization from OFAC. On October 26, 2011, we filed an application with OFAC for return of the blocked funds to us. Until that application is approved, the funds will remain in the blocked account, and we can give no assurance when OFAC will permit the funds to be released. On April 23, 2014, we received a notice that OFAC had denied our October 26, 2011 application for the return of the blocked funds. During the year ended December 31, 2015, primarily due to the passage of time, we recorded a $0.7 million allowance for doubtful accounts to general and administrative costs associated with the blocked payment and a $0.4 million receivable from our joint venture partner. On October 13, 2015, we filed a request that OFAC reconsider its decision and on March 8, 2016, OFAC denied our October 13, 2015 request for the return of blocked funds. We will continue attempts to recover the funds from OFAC. The Purchase Agreement provides that if all or any portion of the funds are recovered from OFAC after the closing of the sale of our Gabon interests, BW Energy will cause Harvest Dussafu to remit the recovered funds to us.

On October 14, 2016, Saltpond Offshore Producing Co. Ltd. (“ Saltpond ”) filed a petition in the 334th Judicial District Court of Harris County, Texas, under Rule 202 of the Texas Rules of Civil Procedure to take a pre-suit deposition of our general counsel. The petition alleges that Alessandro Bazzoni, a representative of CT Energy, obtained proceeds from oil allegedly misappropriated from Saltpond and used these funds to consummate the June 19, 2015, securities purchase agreement between us and CT Energy. The petition “seeks information to pursue a claim under the Uniform Fraudulent Transfer Act”. We deny the allegations in the petition and intend to mount a vigorous defense. Because the petition is in its preliminary stages, it is currently not possible to estimate the likelihood or magnitude of any potential liability.

Stock

We have only one class of outstanding stock – our common stock, $0.01 par value. Our certificate of incorporation authorizes us to issue 37,500,000 shares of common stock. As of the Record Date, there were [●] shares of our common stock outstanding, with approximately[●] stockholders of record. On December 30, 2016, the last sale price for our common stock as reported by the NYSE was $6.18 per share.

On December 2, 2015, we received notification from the NYSE that we had fallen below the NYSE’s continued listing standards, which require a minimum average closing price of $1.00 per share over 30 consecutive trading days. The NYSE agreed to allow us to attempt to cure the deficiency by implementing a reverse stock split to be approved at our annual meeting. At our annual meeting held on September 8, 2016, our stockholders approved a reverse stock split at a ratio to be determined by our Board. On October 25, our Board determined that the ratio of the reverse stock split would be one-for four, meaning that every four shares of our issued and outstanding common stock would be converted into one share of common stock. The reverse stock split became effective after the market closed on November 3, 2016, and began trading on a reverse stock split-adjusted basis when the market opened on November 4, 2016. As a result of the reverse stock split, the number of outstanding shares of our common stock was reduced from 44,171,215 to approximately 11,042,804. The number of authorized shares of our common stock decreased from 150,000,000 to 37,500,000. On December 19, 2016, we cured the minimum share price deficiency.

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On April 25, 2016, we received a notice from the NYSE stating that we were not in compliance with a second continued listing requirement. This requirement provides that a company is not in compliance if its average global market capitalization over a consecutive 30 trading-day period is less than $50 million and, at the same time, its stockholders’ equity is less than $50 million. We submitted a business plan to the NYSE describing our intention to regain and maintain compliance with this requirement. We are now subject to quarterly monitoring for compliance with the plan. Following the October 7, 2016, sale of our Venezuelan interests, our stockholders’ equity has been in excess of $50 million, above the listing standard requirement. However, we must demonstrate compliance for two consecutive fiscal quarters for the listing standard deficiency to be cured. Accordingly, we will remain subject to quarterly monitoring and our common stock will continue to trade with a “.BC” indicator specifying noncompliance until the cure has occurred. If we fail to comply with the plan during quarterly monitoring, or if we fall below compliance with the listing standard again, the NYSE may commence suspension and delisting procedures with respect to our common stock.

If the proposed sale of our Gabon interests is consummated, our assets will consist primarily of cash. The NYSE continued listing requirements provide that a listed company’s securities can be delisted if the company’s operating assets have been substantially reduced. Based on conversations with the NYSE, we expect that our stock will be delisted soon after the closing of the sale of our Gabon interests because at that time we will have no substantial operating assets. If our Board decides to declare a dividend after the closing of the sale of our Gabon interests, we expect that this delisting will be timed to occur very soon after the payment of the dividend. There can be no assurances, however, that our Board will declare a dividend shortly after the closing of the sale of our Gabon interests. Because of the timing of the filing of our certificate of dissolution, we do not currently think it will be necessary to cause our common stock to be traded on the over-the-counter market, because once the certificate of dissolution is filed, our stock will no longer be tradeable. For more information about the effects of the dissolution on our stock, see Dissolution and Proposal 3 beginning on page 63.

If we proceed with our proposed dissolution, our stock ledger will be closed, our stock may no longer be traded, and will cease to exist, except for the right to receive any liquidating distributions as part of our winding up process. For more information about the effects of our dissolution on our stock, see Dissolution and Proposal 3 beginning on page 63.

Our certificate of incorporation also authorizes us to issue 5,000,000 shares of preferred stock, $0.01 par value, on terms to be designated by our Board. Our Board has designated 5,000 of these shares as Series B preferred stock, which are reserved for issuance to the holders of our common stock who may choose to exercise certain rights to purchase shares of our Series B preferred stock upon the occurrence of certain events (including, generally, unsolicited attempts to acquire a significant interest in us or our stock that our Board determines are not in our best interests) under our rights agreement. The rights to purchase shares of the Series B preferred stock are attached to our common stock and are not traded separately. The rights agreement, which governs these rights, will be terminated as part of our dissolution and winding up process. See Dissolution and Proposal 3 beginning on page 63.

The following table shows the amount of our common stock beneficially owned (unless otherwise indicated) by our directors, each named executive officer (as defined in Item 402(a)(3) of Regulation S-K) and our directors and named executive officers as a group. Except as otherwise indicated, all information is as of December 31, 2016.

The number of shares of our common stock beneficially owned by each director or named executive officer is determined under rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has the right to acquire within 60 days after December 31, 2016 through the exercise of stock options or other rights. Unless

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otherwise indicated, each person has sole investment and voting power (or shares those powers with his spouse) with respect to the shares set forth in the following table.

The following table shows the beneficial owners of more than five percent of our common stock as of December 31, 2016, based on information available as of that date:

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Available Information

We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Exchange Act. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549-0213. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov.

We also make available, free of charge on or through our website (http://www.harvestnr.com), our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC. Forms 3, 4 and 5 filed with respect to our equity securities under Section 16(a) of the Exchange Act are also available on our website. In addition, we have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our chief executive officer and principal financial and accounting officer. The text of the Code of Business Conduct and Ethics has been posted on the Corporate Governance section of our website. We post on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics applicable to our senior officers. Additionally, the Code of Business Conduct and Ethics is available in print to any person who requests the information. Individuals wishing to obtain this printed material should submit a request to Harvest Natural Resources, Inc., 1177 Enclave Parkway, Suite 300, Houston, Texas 77077, Attention: Investor Relations.