\nGeoPark Limited (\u201cGeoPark\u201d or the \u201cCompany\u201d) (NYSE: GPRK), a leading independent energy company with more than 20 years of successful operations across Latin America, announces its strategic entry into Venezuela through the Bare Block, a large-scale producing heavy oil asset located in the Orinoco Heavy Oil Belt, one of the world\u2019s largest hydrocarbon accumulations.<\/p>\n
This press release features multimedia. View the full release here: https:\/\/www.businesswire.com\/news\/home\/20260902615438\/en\/<\/a><\/p>\n Bare Block Location Map<\/p>\n<\/div>\n \nBare represents a large-scale brownfield redevelopment opportunity with a long operating history, supported by existing production, installed infrastructure and substantial remaining recovery potential that can significantly enhance GeoPark\u2019s long-term value creation. GeoPark believes Bare\u2019s redevelopment can contribute to Venezuela\u2019s energy sector reactivation and broader economic rebuilding efforts. Through increased investment, production acceleration, infrastructure rehabilitation and long-term reserves growth, GeoPark expects to demonstrate a long-term commitment to Venezuela.<\/p>\n \nThe Bare opportunity was led by Grupo Gilinski, whose strategic presence in Venezuela was instrumental in securing a 25-year Production Participation Contract (\u201cCPP\u201d) framework with PDVSA Petr\u00f3leo S.A. (\u201cPPSA\u201d). The transaction was financed with GeoPark equity to preserve its financial strength and cash position and is expected to result in Grupo Gilinski indirectly acquiring control of GeoPark. The Board believes the terms provide immediate material value accretion to GeoPark shareholders: GeoPark shares will be issued to Grupo Gilinski at a premium, and a tender offer mechanism will provide shareholders with a liquidity opportunity. The transaction will also allow GeoPark to enter the Venezuelan market.<\/p>\n Strategic Entry into a Legacy Brownfield Asset<\/b><\/p>\n \nThe Bare opportunity represents a transformational step in GeoPark\u2019s long-term regional strategy, alongside existing key positions in Colombia and Argentina, by offering early exposure to Venezuela at a point of renewed momentum in the country\u2019s oil sector. The incorporation of Bare and higher production at Vaca Muerta in Argentina is expected to potentially increase GeoPark\u2019s production to 75-85 kboepd by 2030, approximately 2.7x current production levels.<\/p>\n \nKey asset attributes include:<\/p>\n \nGeoPark brings to Bare a distinctive combination of heavy oil operating track record in complex environments, deep technical expertise in mature Latin American basins, existing talent with relevant Venezuela experience, and a proven track record of disciplined capital allocation. The asset\u2019s existing well inventory and installed infrastructure coupled with GeoPark\u2019s extensive reservoir knowledge provide the foundation for a phased redevelopment approach. GeoPark\u2019s technical assumptions have been validated through various field visits and direct engagement with PPSA, providing a strong basis for the redevelopment plan.<\/p>\n \nPotential sources of additional value include:<\/p>\n \nGeoPark believes the Venezuela opportunity complements its long-term regional strategy by adding large-scale long-duration reserves, meaningful production growth and enhanced EBITDA generation to its existing Colombia and Argentina platforms.<\/p>\n CPP Framework<\/b><\/p>\n \nThe CPP framework is the contractual structure through which the Bare redevelopment will be advanced with PPSA under the framework established by Venezuela\u2019s Organic Hydrocarbons Law1<\/sup> and its recently issued regulations. Under the CPP, GeoPark, as operator, will fund 100% of capital expenditures under approved work programs and hold a 65% net working interest. The operator holds the rights to directly commercialize and monetize hydrocarbons, access critical infrastructure, operational control provisions, economic rebalancing mechanisms and compensation protections designed to mitigate operational disruptions.<\/p>\n \nThe CPP effective date remains subject to applicable approvals, authorizations, regulatory requirements and sanctions-related compliance requirements (estimated maximum period of 120 days).<\/p>\n \nGeoPark has access to approximately US$700 million of liquidity and committed\/negotiated financing sources, including approximately US$310 million of cash on hand, providing a strong foundation to support the progressive development and investment profile of the Bare opportunity alongside the ongoing growth activity in Colombia and Vaca Muerta.<\/p>\n Transaction Structure, Valuation and Change of Control<\/b><\/p>\n \nThe exchange terms between GeoPark and Grupo Gilinski incorporate Venezuela-specific country risk, conservative redevelopment assumptions and the long-term value potential of the asset. The transaction is structured to provide GeoPark shareholders with immediate value uplift, while preserving exposure to long-term upside.<\/p>\n \nThe transaction structure includes an initial 5% GeoPark participation in the CPP holding company (\u201cCPP Holdco2<\/sup>\u201d), followed by the acquisition of the remaining 95% interest in the CPP Holdco in exchange for a base consideration of 42.1 million GeoPark shares issued to a member entity of Grupo Gilinski (subject to an upward adjustment mechanism tied to potential improvements in the project\u2019s contractual conditions prior to closing as described below). GeoPark is acquiring Grupo Gilinski\u2019s 95% interest in CPP Holdco, issuing shares at US$12.22 per share, implying a 26% premium to the Company\u2019s US$9.67 30-day VWAP reference price3<\/sup>. The agreed exchange terms, including the share issuance premium, represent approximately US$160 million, equivalent to US$1.5 per share of immediate value accretion to GeoPark shareholders.<\/p>\n \nThe implied issuance price of US$12.22 per share provides immediate value recognition for shareholders, representing premiums of approximately 26%, 23% and 25% to the 30-day VWAP3<\/sup>, 60-day VWAP3 <\/sup>and 90-day VWAP3<\/sup>, respectively. In addition, the transaction compares favorably with major recent Colombia and regional M&A transaction benchmarks, with implied valuation metrics of 4.1x EV\/EBITDA and US$40.3k per flowing barrel4<\/sup>.<\/p>\n \nUpon completion of the share issuance, Grupo Gilinski is expected to hold approximately 56.3% of GeoPark\u2019s outstanding common shares, becoming the Company\u2019s controlling shareholder. The exchange terms include an adjustment mechanism tied to potential improvements in the project\u2019s contractual conditions prior to closing, under which Grupo Gilinski may receive up to approximately 5.4 million additional GeoPark shares, potentially increasing its ownership percentage to approximately 58.4%.<\/p>\n \nThe agreed structure also includes a tender offer mechanism to be launched by Grupo Gilinski, providing a liquidity alternative for shareholders who may prefer not to participate in GeoPark\u2019s next phase of growth. The tender offer is expected to be made at US$12.22 per share, with a total size of US$100 million, implying a pro-rata payment equivalent to US$2.1 per share to GeoPark shareholders5<\/sup>.<\/p>\n \nThe transaction was approved by GeoPark\u2019s Board of Directors. Gabriel Gilinski, Dorita Gilinski and Camilo Martinez, directors nominated by Grupo Gilinski, were recused from the Board\u2019s deliberations and approval process, did not receive Board materials related to the transaction and did not participate in the vote. The Board considered the expected change of control in the context of the scale, quality and strategic relevance of the Bare opportunity, the independently assessed valuation framework and the overall terms negotiated for GeoPark shareholders.<\/p>\n \nFrom a governance perspective, GeoPark will continue to operate as a NYSE-listed company with a majority independent Board, applicable committee structures and related-party transaction protections.<\/p>\n \nThe transaction terms were reviewed through an independent valuation and fairness opinion process. BTG Pactual acted as exclusive financial advisor to GeoPark and delivered a fairness opinion; PwC served as tax advisor to GeoPark; and Cleary Gottlieb and Baker McKenzie served as legal counsels to GeoPark.<\/p>\n Key Deal Metrics and Proforma Information<\/b><\/p>\n US$70-80\/bbl Brent<\/b><\/p>\n<\/td>\n 2027E<\/b><\/p>\n<\/td>\n 2028E<\/b><\/p>\n<\/td>\n 2029 \u2013 2030E<\/b><\/p>\n<\/td>\n<\/tr>\n \nBare Block Gross Production (bopd)<\/p>\n<\/td>\n \n18,000 \u2013 20,000<\/p>\n<\/td>\n \n31,000 \u2013 33,000<\/p>\n<\/td>\n \n44,000 \u2013 56,000<\/p>\n<\/td>\n<\/tr>\n \nBare Block Net Production (bopd)<\/p>\n<\/td>\n \n8,000 \u2013 10,000<\/p>\n<\/td>\n \n20,000 \u2013 22,000<\/p>\n<\/td>\n \n28,000 \u2013 37,000<\/p>\n<\/td>\n<\/tr>\n \nBare Block Net Adjusted EBITDA (US$mm)6<\/sup><\/p>\n<\/td>\n \n40 \u2013 70<\/p>\n<\/td>\n \n220 \u2013 310<\/p>\n<\/td>\n \n400 \u2013 630<\/p>\n<\/td>\n<\/tr>\n \nGeoPark Proforma Net Production (boepd)<\/p>\n<\/td>\n \n40,000 \u2013 44,000<\/p>\n<\/td>\n \n64,000 \u2013 68,000<\/p>\n<\/td>\n \n70,000 \u2013 83,000<\/p>\n<\/td>\n<\/tr>\n \nGeoPark Proforma Adjusted EBITDA (US$mm)<\/p>\n<\/td>\n \n380 \u2013 460<\/p>\n<\/td>\n \n735 \u2013 920<\/p>\n<\/td>\n \n925 \u2013 1,300<\/p>\n<\/td>\n<\/tr>\n \nGeoPark Proforma Capital Expenditure (US$mm)<\/p>\n<\/td>\n \n325 \u2013 365<\/p>\n<\/td>\n \n435 \u2013 485<\/p>\n<\/td>\n \n335 \u2013 395<\/p>\n<\/td>\n<\/tr>\n \nGeoPark Proforma Net Debt to EBITDA (x)<\/p>\n<\/td>\n \n1.2 \u2013 1.6<\/p>\n<\/td>\n \n0.5 \u2013 0.9<\/p>\n<\/td>\n \n0.0 \u2013 0.5<\/p>\n<\/td>\n<\/tr>\n<\/table>\n Offer Multiples<\/b><\/p>\n<\/td>\n Initial Ramp Up Period Full Life Cycle GeoPark Trading \nOffer Value \/ EBITDA8<\/sup><\/p>\n<\/td>\n \n2.1x<\/p>\n<\/td>\n \n0.7x<\/p>\n<\/td>\n \n3.5x<\/p>\n<\/td>\n<\/tr>\n \nOffer Value \/ Flowing Barrel<\/p>\n<\/td>\n \nUS$27.8k\/bbl<\/p>\n<\/td>\n \nUS$11.7k\/bbl<\/p>\n<\/td>\n \nUS$34.7k\/bbl<\/p>\n<\/td>\n<\/tr>\n<\/table>\n GeoPark Implied Multiples7<\/sup><\/b><\/p>\n<\/td>\n US$12.22\/Sh.<\/b><\/p>\n<\/td>\n Spot<\/b><\/p>\n<\/td>\n<\/tr>\n \nEV \/ EBITDA<\/p>\n<\/td>\n \n4.1x<\/p>\n<\/td>\n \n3.5x<\/p>\n<\/td>\n<\/tr>\n \nEV \/ 1P Reserves<\/p>\n<\/td>\n \nUS$16.5\/bbl<\/p>\n<\/td>\n \nUS$14.2\/bbl<\/p>\n<\/td>\n<\/tr>\n \nEV \/ 2P Reserves<\/p>\n<\/td>\n \nUS$9.4\/bbl<\/p>\n<\/td>\n \nUS$8.1\/bbl<\/p>\n<\/td>\n<\/tr>\n \nEV \/ Flowing Barrel<\/p>\n<\/td>\n \nUS$40.3k\/bbl<\/p>\n<\/td>\n \nUS$34.7k\/bbl<\/p>\n<\/td>\n<\/tr>\n<\/table>\n Grupo Gilinski\u2019s Commentary<\/b><\/p>\n \nJaime Gilinski, Chairman of Grupo Gilinski, said: \u201cWe believe in Venezuela\u2019s potential and in GeoPark\u2019s ability to develop Bare responsibly. We are proud to join the Company\u2019s growth in the country.\u201d<\/p>\n GeoPark\u2019s CEO Commentary<\/b><\/p>\n \nFelipe Bayon, Chief Executive Officer of GeoPark, said: \u201cVenezuela\u2019s energy sector reactivation represents one of Latin America\u2019s most important industrial opportunities. The Bare Block offers massive scale, existing infrastructure, production history, and material redevelopment potential in one of the world\u2019s largest hydrocarbon basins. GeoPark is well positioned to pursue this opportunity responsibly, combining brownfield expertise, regional operating experience and capital discipline. We are grateful for the trust placed in us by our Venezuelan counterparts and look forward to delivering sustainable long-term value for Venezuela, our partners and the local communities where we will be operating. We believe the transaction further strengthens GeoPark\u2019s long-term growth outlook, renews the portfolio at attractive valuation metrics and creates meaningful shareholder value, while also providing liquidity optionality as Grupo Gilinski becomes the Company\u2019s controlling shareholder.\u201d<\/p>\n Conference Call Information<\/b><\/p>\n \nGeoPark will host a conference call on Tuesday, September 8, 2026 at 9:00 am (Eastern Daylight Time) to discuss the transaction and strategic rationale.<\/p>\n \nTo listen to the call, participants can access the webcast located in the Invest with Us section of the Company\u2019s website at www.geo-park.com<\/a>, or by clicking below:<\/p>\n https:\/\/events.q4inc.com\/attendee\/645462449<\/a><\/p>\n \nInterested parties may participate in the conference call by dialing the numbers provided below<\/p>\n \nUnited States Participants: +1 646-307-1963 NOTICE<\/b><\/p>\n![\"Bare](\"https:\/\/mms.businesswire.com\/media\/20260902615438\/en\/2889240\/4\/Bare_Block_Location.jpg\")
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Passcode: 1109445<\/p>\n
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