GeoPark Announces Major Strategic Entry Into Venezuela Share

Giant-Scale Brownfield Acquisition With Existing Infrastructure and Decades-Long Production Upside

Operating Under New CPP Framework in Venezuela Expected to Significantly Contribute to Energy Sector Reactivation

Grupo Gilinski to Become Controlling Shareholder, With Immediate Value Uplift and Optionality for GeoPark Shareholders

Bare Block Location Map

BOGOTA, Colombia--(BUSINESS WIRE)--GeoPark Limited (“GeoPark” or the “Company”) (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’s largest hydrocarbon accumulations.

Bare 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’s long-term value creation. GeoPark believes Bare’s redevelopment can contribute to Venezuela’s 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.

The Bare opportunity was led by Grupo Gilinski, whose strategic presence in Venezuela was instrumental in securing a 25-year Production Participation Contract (“CPP”) framework with PDVSA Petróleo S.A. (“PPSA”). 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.

Strategic Entry into a Legacy Brownfield Asset

The Bare opportunity represents a transformational step in GeoPark’s 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’s oil sector. The incorporation of Bare and higher production at Vaca Muerta in Argentina is expected to potentially increase GeoPark’s production to 75-85 kboepd by 2030, approximately 2.7x current production levels.

Key asset attributes include:

• Approximately 15.7 billion barrels of original oil in place (“OOIP”)
• More than 700 million barrels of cumulative historical production, reaching levels of 100,000+ bopd
• Approximately 1,100 existing wells
• Current gross production of approximately 11,000 bopd with peak potential of 85,000-95,000 bopd
• More than 10 years of potential plateau production at 55,000–62,000 bopd net to GeoPark
• The redevelopment plan agreed under the CPP contemplates cumulative net production of ~400 million barrels for GeoPark, increasing the field recovery factor from 4-5% to a range of 8–9%, with significant remaining production potential yet to be captured

GeoPark 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’s existing well inventory and installed infrastructure coupled with GeoPark’s extensive reservoir knowledge provide the foundation for a phased redevelopment approach. GeoPark’s technical assumptions have been validated through various field visits and direct engagement with PPSA, providing a strong basis for the redevelopment plan.

Potential sources of additional value include:

• Acceleration of field recovery rates beyond base-case assumptions if Venezuela’s operational environment improves
• Upward re-rating of Venezuela country risk if the country’s energy sector reactivation gains traction, positively impacting the investment
• Resource additions beyond the independently assessed base case, given the substantial underdeveloped OOIP and low current recovery factor of approximately 4–5%

GeoPark 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.

CPP Framework

The CPP framework is the contractual structure through which the Bare redevelopment will be advanced with PPSA under the framework established by Venezuela’s Organic Hydrocarbons Law1 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.

The CPP effective date remains subject to applicable approvals, authorizations, regulatory requirements and sanctions-related compliance requirements (estimated maximum period of 120 days).

GeoPark 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.

Transaction Structure, Valuation and Change of Control

The 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.

The transaction structure includes an initial 5% GeoPark participation in the CPP holding company (“CPP Holdco2”), 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’s contractual conditions prior to closing as described below). GeoPark is acquiring Grupo Gilinski’s 95% interest in CPP Holdco, issuing shares at US$12.22 per share, implying a 26% premium to the Company’s US$9.67 30-day VWAP reference price3. 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.

The 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, 60-day VWAP3 and 90-day VWAP3, 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.

Upon completion of the share issuance, Grupo Gilinski is expected to hold approximately 56.3% of GeoPark’s outstanding common shares, becoming the Company’s controlling shareholder. The exchange terms include an adjustment mechanism tied to potential improvements in the project’s 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%.

The 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’s 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.

The transaction was approved by GeoPark’s Board of Directors. Gabriel Gilinski, Dorita Gilinski and Camilo Martinez, directors nominated by Grupo Gilinski, were recused from the Board’s 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.

From 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.

The 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.

Grupo Gilinski’s Commentary

Jaime Gilinski, Chairman of Grupo Gilinski, said: “We believe in Venezuela’s potential and in GeoPark’s ability to develop Bare responsibly. We are proud to join the Company’s growth in the country.”

GeoPark’s CEO Commentary

Felipe Bayon, Chief Executive Officer of GeoPark, said: “Venezuela’s energy sector reactivation represents one of Latin America’s most important industrial opportunities. The Bare Block offers massive scale, existing infrastructure, production history, and material redevelopment potential in one of the world’s 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’s 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’s controlling shareholder.”

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