Bogota, Colombia, Sept. 23, 2026 (GLOBE NEWSWIRE) -- GeoPark Limited (NYSE: GPRK) (the “Company”) today announced that it has received the requisite consents in connection with its previously announced solicitation of consents (the “Consent Solicitation”) from holders of its 8.750% Senior Notes due 2030 (the “Notes”). The Consent Solicitation was made pursuant to a Consent Solicitation Statement, dated September 15, 2026 (as amended, supplemented or otherwise modified, the “Consent Solicitation Statement”). The proposed amendment (the “Proposed Amendment”) to the indenture (the “Indenture”) governing the Notes is 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 Company has been advised that it has received consents from holders of a majority of the aggregate principal amount of the Notes (not including Notes held by the Company or any of its affiliates) (the “Requisite Consents”). In connection with the receipt of the Requisite Consents, the Company expects to execute a supplemental indenture to the Indenture to effect the Proposed Amendment with respect to the Notes on September 29, 2026. The Company will make a cash payment equal to $2.50 per $1,000 principal amount of Notes (the “Consent Fee”) to holders of the Notes on the applicable record date that delivered their consents prior to September 23, 2026 at 5:00 p.m., New York City time (the “Expiration Time”) and did not revoke such consents. The Company expects to pay the Consent Fee on September 29, 2026. No Consent Fee will be paid to any holder of the Notes unless such holder delivered (and did not revoke) a consent in accordance with the terms of the Consent Solicitation Statement prior to the Expiration Time. The supplemental indenture will become effective upon its execution and delivery by the Company and the trustee but will provide that the Proposed Amendment will not become operative until the Company has paid the Consent Fee in full.

Banco BTG Pactual S.A. – Cayman Branch acted as solicitation agent for the Consent Solicitation and D.F. King & Co., Inc. acted as the information agent, tabulation agent and paying agent for the Consent Solicitation.

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 was 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 has not been made to, nor has the Company accepted deliveries of consents from, holders in any jurisdiction in which the Consent Solicitation or the acceptance thereof would not have been in compliance with the securities or blue sky laws of such jurisdiction. This press release is also not a solicitation of consents to effect the Proposed Amendment.

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
Shareholder Value and Capital Markets Director
[email protected]
Miguel Bello
Investor Relations Officer
[email protected]
Maria Alejandra Velez
Investor Relations Leader
[email protected]
MEDIA:
Communications Department
[email protected]

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.