Bogota, Colombia – September 15, 2026 – GeoPark Limited (NYSE: GPRK) (the “Company” or “GeoPark”) today announced that it is soliciting consent (the “Consent Solicitation”) from the holders of its 8.750% Senior Notes due 2030 (the “Notes”) for the adoption of a certain proposed amendment (the “Proposed Amendment”) to the indenture governing the Notes (the “Indenture”) to amend the definition of "Permitted Holders" in the Indenture to include Jaime Gilinski Bacal and his Immediate Family Members (as defined in the Indenture) or the former spouses (including widows and widowers), heirs or lineal descendants of any of the foregoing and any Affiliate of any of the foregoing. Jaime Gilinski Bacal is affiliated with Grupo Gilinski, which through affiliated entities has through a number of transactions recently purchased approximately 28% of the Company's issued and outstanding common shares. GeoPark’s recently announced proposed major strategic entry into Venezuela through the Bare field, a large-scale producing heavy oil asset located in the Orinoco Heavy Oil Belt, was led by Grupo Gilinski. GeoPark is acquiring Grupo Gilinski’s 95% interest in the holding company through which the Bare opportunity is held in exchange for newly issued common shares. The proposed transaction has not yet closed and remains subject to certain conditions. Upon completion of the share issuance, Grupo Gilinski is expected to hold approximately 56.3% of GeoPark’s issued and outstanding common shares. Pursuant to the Indenture, a "Change of Control" will generally not be triggered by the consummation of a transaction the result of which is that a Permitted Holder becomes the beneficial owner of more than 50% of the outstanding shares. Pursuant to the Indenture, if a Change of Control occurs, the Company is required to make an Offer to Purchase (as defined in the Indenture) for all of the outstanding Notes.
The Consent Solicitation is being made pursuant to a Consent Solicitation Statement, dated September 15, 2026 (as may be amended or supplemented from time to time, the “Consent Solicitation Statement”). The Consent Solicitation was commenced today and will expire at 5:00 p.m., New York City time, on September 23, 2026, unless extended by the Company (each such date and time, as the same may be extended, is referred to as the “Expiration Time”). Only holders of the Notes as of 5:00 p.m., New York City time, on September 14, 2026 (such date and time, including as such date and time may be changed by the Company, from time to time, the “Record Date”) are entitled to consent to the Proposed Amendment pursuant to the Consent Solicitation.
The Proposed Amendment will be set forth in a supplemental indenture relating to the Notes and are described in more detail in the Consent Solicitation Statement. To amend the Indenture, the Company must receive consents from holders (as of the Record Date) representing a majority in aggregate principal amount outstanding (not including any Notes which are owned by the Company or any of its affiliates) of the Notes (the “Requisite Consents”).
With respect to the Consent Solicitation, the Company will, within five business days of the Expiration Time, provided that all applicable conditions to the Consent Solicitation as described in the Consent Solicitation Statement have been satisfied or waived, pay to holders of the Notes, a cash payment equal to $2.50 per $1,000 principal amount of Notes in respect of which such consents have been validly delivered prior to the Expiration Time and not validly revoked by such holders as total consideration for such consent (the “Consent Fee”). No Consent Fee will be paid to any holder of Notes unless such holder delivers a consent in accordance with the terms of the Consent Solicitation Statement prior to the Expiration Time. The consummation of the Consent Solicitation is conditioned on the receipt of the
Requisite Consents.
Subject to applicable law, the Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Consent Solicitation at any time, or (ii) otherwise amend the Consent Solicitation in any respect, including waiving any or all of the conditions to the Consent Solicitation set forth in the Consent Solicitation Statement, at any time and from time to time. The Company further reserves the right, in its sole discretion, not to accept any deliveries of consents with respect to the Notes. The Company is making the Consent Solicitation only in those jurisdictions where it is legal to do so.
Banco BTG Pactual S.A. – Cayman Branch is acting as solicitation agent for the Consent Solicitation and can be contacted at Banco BTG Pactual S.A. – Cayman Branch, Attn: Debt Capital Markets + 1 (646) 924-2500, with questions regarding the Consent Solicitation.
Copies of the Consent Solicitation Statement are available to holders of Notes from D.F. King & Co., Inc., the information agent, tabulation agent and paying agent for the Consent Solicitation. Requests for copies of the Consent Solicitation Statement should be directed to D.F. King at +1 (800) 967-5084 (toll free), +1 (212) 269-5550 (collect) or geopark@dfking.com.
Neither the Consent Solicitation nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Consent Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Consent Solicitation is being made solely on the terms and conditions set forth in the Consent Solicitation Statement. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its affiliates. The Consent Solicitation is not being made to, nor will the Company accept deliveries of consents from,
holders in any jurisdiction in which the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendment to the Indenture. No recommendation is made as
to whether holders should deliver their consents with respect to the Notes. Holders should carefully read the Consent Solicitation Statement because it contains important information, including the various terms and conditions of the Consent Solicitation.
ABOUT GEOPARK
GeoPark is a leading independent energy company with over 20 years of successful operations across Latin America.
For further information, please contact:
INVESTORS:
Maria Catalina Escobar mescobar@geo-park.com Shareholder Value and Capital Markets Director
Miguel Bello mbello@geo-park.com
Investor Relations Officer
Maria Alejandra Velez mvelez@geo-park.com
Investor Relations Leader
MEDIA:
Communications Department communications@geo-park.com
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often are preceded by words such as “believes,” “expects,” “may,” “anticipates,” “plans,” “intends,” “assumes,” “will” or similar expressions. The forward-looking statements contained herein include statements about the consent solicitation, the acquisition of our common shares by Jaime Gilinski Bacal and Grupo Gilinski, and the proposed major strategic entry into Venezuela through the Bare field. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, GeoPark’s business and operations involve numerous risks and uncertainties, many of which
are beyond the control of GeoPark, which could result in GeoPark’s expectations not being realized or otherwise materially affect the financial condition, results of operations and cash flows of GeoPark. Some of the factors that could cause future results to materially differ from recent results or those projected in forward-looking statements are described in GeoPark’s filings with the United States Securities and Exchange Commission.
The forward-looking statements are made only as of the date hereof, and GeoPark does not undertake any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events. In light of the risks and uncertainties described above, and the potential for variation of actual results from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results, events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results may vary materially from those described herein, including those described as anticipated, expected, targeted,
projected or otherwise.