\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, today announced the effectiveness of the 25-year Production Participation Contract (\u201cCPP\u201d) for the Bare Block in Venezuela (the \u201cBare Block\u201d), together with the completion of the related share issuance transaction with Grupo Gilinski.<\/p>\n
\nThe closing marks a major milestone in GeoPark\u2019s strategic entry into Venezuela and was achieved well within the originally agreed effectiveness period, following intensive technical, contractual and operational coordination and agreements with PDVSA Petr\u00f3leo S.A. (\u201cPPSA\u201d).<\/p>\n
\nWith the CPP now effective, GeoPark has completed the acquisition of the remaining 95% interest in the CPP holding company (\u201cCPP Holdco\u201d) from a subsidiary of Grupo Gilinski in exchange for the issuance to such subsidiary of GeoPark common shares. The transaction adds a large-scale, long-duration brownfield redevelopment platform to GeoPark\u2019s existing operations in Colombia and Argentina.<\/p>\n
CPP Effectiveness and Operational Readiness<\/b><\/p>\n
\nThe effectiveness of the CPP follows the successful completion of the principal contractual and regulatory milestones, well before the 120 day period established in the contract, including the approval of the final Bare Block development and business plan, the execution of all complementary agreements with PPSA, and obtaining all required authorizations.<\/p>\n
\nThe 25-year CPP was established under Venezuela\u2019s Organic Hydrocarbons Law1<\/sup> and its recently issued regulations. Under the agreement, GeoPark will act as operator, fund 100% of capital expenditures under approved work programs and hold a 65% net participating interest. The CPP also provides direct commercialization rights, access to critical infrastructure, operational control provisions and contractual economic protections.<\/p>\n \nGeoPark is advancing preparations to complete operational takeover of the Bare Block before year-end 2026, with readiness activities progressing across technical, field, and corporate workstreams. Approximately 300-400 reactivation wells have already been assessed, establishing the foundation for the initial redevelopment phase, focused on production stabilization, well reactivations, workovers and infrastructure rehabilitation.<\/p>\n \nGeoPark expects to begin financial consolidation of the Bare Block upon gaining operational control of the block.<\/p>\n Shareholder Structure<\/b><\/p>\n \nAs contemplated in the September 2, 2026 announcement, GeoPark has completed the acquisition of Grupo Gilinski\u2019s remaining 95% interest in CPP Holdco2<\/sup>, following its initial 5% participation.<\/p>\n \nIn consideration for the acquisition, GeoPark instructed its transfer agent to issue 42,135,872 common shares to Panamerican Energy Holdings S.A. (\u201cPEH\u201d), a member entity of Grupo Gilinski, on the date hereof. The acquisition was completed entirely through equity consideration, with no cash acquisition payment by GeoPark, preserving liquidity and balance sheet flexibility. Following the share issuance, Grupo Gilinski will hold approximately 56.3% of GeoPark\u2019s outstanding common shares, becoming the Company\u2019s controlling shareholder.<\/p>\n \nUnder the Share Purchase Agreement, dated as of September 2, 2026, by and among the Company, PEH and GeoPark USA, LLC (the \u201cSPA\u201d), Grupo Gilinski may receive up to 5,421,589 additional GeoPark common shares (which could increase its ownership interest in GeoPark to approximately 58.4%), if certain milestones set forth in the SPA are achieved. As the CPP became effective earlier than originally anticipated, the parties have agreed to extend the deadline for achieving these milestones from closing to December 1, 2026.<\/p>\n Tender Offer and Governance<\/b><\/p>\n \nUnder the agreed transaction framework, Grupo Gilinski is required to initiate a tender offer, within 90 days following closing, to acquire GeoPark common shares not already held by Grupo Gilinski or its affiliates, at a price of US$12.22 per share, for an aggregate consideration of up to US$100 million. The tender offer will provide a liquidity alternative for shareholders, with the formal terms and timetable to be communicated upon launch by Grupo Gilinski.<\/p>\n \nFollowing closing, and for so long as Grupo Gilinski beneficially owns at least 50% of GeoPark\u2019s outstanding common shares, it is entitled to nominate at least five directors for election or appointment to GeoPark\u2019s Board, compared with the three Board nominees it was previously entitled to nominate. At least two of these five director nominees must qualify as independent under applicable law, NYSE rules and GeoPark\u2019s independence criteria. Any election or appointment remains subject to applicable law and the Company\u2019s governing documents.<\/p>\n \nGeoPark will continue to operate as a NYSE-listed company, with the governance and shareholder protections established under the Governance Agreement, including the applicable Board independence and related-party transaction safeguards.<\/p>\n \nThe Governance Agreement also provides that, should Grupo Gilinski and its affiliates acquire at any time beneficial ownership of more than 70% of GeoPark\u2019s outstanding common shares, Grupo Gilinski would be required to initiate an additional tender offer for all remaining shares within 90 days of crossing that threshold, at a price no lower than the applicable 30-trading-day volume-weighted average price, subject to applicable regulations.<\/p>\n CEO Commentary<\/b><\/p>\n \nFelipe Bayon, Chief Executive Officer of GeoPark, said: \u201cCompleting this transaction well before the agreed contractual timeline is a significant achievement and reflects the strength of our team\u2019s execution capabilities and the close collaboration developed with PPSA. Our focus now fully shifts to operational execution, starting with a safe and disciplined takeover. With reactivation wells already assessed and critical readiness activities well advanced, we have the foundation to stabilize production, reactivate existing capacity and progressively unlock the Bare Block\u2019s substantial potential. This timely milestone reinforces GeoPark\u2019s commitment to Venezuela and our confidence in the country\u2019s energy sector.\u201d<\/p>\n NOTICE<\/b><\/p>\n \nAdditional information about GeoPark can be found in the Invest with Us section on the website at www.geo-park.com<\/a>.<\/p>\n \nRounding amounts and percentages: Certain amounts and percentages included in this press release have been rounded for ease of presentation.<\/p>\n \nThis press release contains certain oil and gas metrics, including operating netback, reserve life index and others, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies. Such metrics have been included herein to provide readers with additional measures to evaluate the Company\u2019s performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.<\/p>\n ADDITIONAL INFORMATION ON THE TENDER OFFER AND WHERE TO FIND IT<\/b><\/p>\n \nThe partial tender offer for any and all outstanding equity securities of GeoPark, other than those beneficially owned by PEH, or its affiliates, including Colden Investments S.A. (\u201cColden\u201d), at a price of $12.22 per share and up to a total consideration of $100,000,000 referenced in this communication has not yet commenced. This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell common shares of GeoPark or any other securities. At the time the tender offer is commenced, Grupo Gilinski will file with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) a tender offer statement on Schedule TO (the \u201cTender Offer Statement\u201d), and GeoPark will file with the SEC a solicitation\/recommendation statement on Schedule 14D-9 (the \u201cSolicitation\/Recommendation Statement\u201d).<\/p>\n \nGEOPARK SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION\/RECOMMENDATION STATEMENT WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.<\/p>\n \nGeoPark security holders and other investors can obtain the Tender Offer Statement, the Solicitation\/Recommendation Statement and other filed documents for free at the SEC\u2019s web site at www.sec.gov<\/a>. Copies of the documents filed with the SEC by GeoPark will be available free of charge on GeoPark\u2019s web site, https:\/\/www.geo-park.com\/<\/a>, or by contacting GeoPark\u2019s investor relations department at ir@geo-park.com<\/a>. In addition, GeoPark security holders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the Tender Offer Statement.<\/p>\n CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION<\/b><\/p>\n \nThis press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as \u2018\u2018anticipate,\u2019\u2019 \u2018\u2018expect,\u2019\u2019 \u2018\u2018should,\u2019\u2019 \u2018\u2018plan,\u2019\u2019 \u2018\u2018will,\u2019\u2019 and \u2018\u2018potential,\u2019\u2019 among others.<\/p>\n \nForward-looking statements that appear in a number of places in this press release include, but are not limited to, statements regarding the intent, belief or current expectations, regarding various matters, including, expected impact of the transaction on the Venezuelan energy sector, value creation and other operating and financial performance. Forward-looking statements are based on management\u2019s beliefs and assumptions, and on information currently available to the management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors.<\/p>\n \nForward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances, or to reflect the occurrence of unanticipated events. For a discussion of the risks facing the Company which could affect whether these forward-looking statements are realized, see filings with the U.S. Securities and Exchange Commission (SEC).<\/p>\n
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