- 25-Year Bare Block CPP Now Effective Following Early Completion of Milestones
- 42.1 Million New GeoPark Shares to Be Issued to Grupo Gilinski, Becoming the Company’s Controlling Shareholder
- Operational Takeover in Progress
GeoPark, a leading independent energy company with more than 20 years of successful operations across Latin America, has announced the effectiveness of the 25-year Production Participation Contract ('CPP') for the Bare Block in Venezuela, together with the completion of the related share issuance transaction with Grupo Gilinski.
The closing marks a major milestone in GeoPark’s 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 Petróleo S.A. ('PPSA').
With the CPP now effective, GeoPark has completed the acquisition of the remaining 95% interest in the CPP holding company ('CPP Holdco') 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’s existing operations in Colombia and Argentina.
CPP Effectiveness and Operational Readiness
The 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.
The 25-year CPP was established under Venezuela’s Organic Hydrocarbons Law(1) 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.
GeoPark 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.
GeoPark expects to begin financial consolidation of the Bare Block upon gaining operational control of the block.
Shareholder Structure
As contemplated in the September 2, 2026 announcement, GeoPark has completed the acquisition of Grupo Gilinski’s remaining 95% interest in CPP Holdco2, following its initial 5% participation.
In consideration for the acquisition, GeoPark instructed its transfer agent to issue 42,135,872 common shares to Panamerican Energy Holdings S.A. (“PEH”), 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’s outstanding common shares, becoming the Company’s controlling shareholder.
Under the Share Purchase Agreement, dated as of September 2, 2026, by and among the Company, PEH and GeoPark USA, LLC (the “SPA”), 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.
Tender Offer and Governance
Under 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.
Following closing, and for so long as Grupo Gilinski beneficially owns at least 50% of GeoPark’s outstanding common shares, it is entitled to nominate at least five directors for election or appointment to GeoPark’s 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’s independence criteria. Any election or appointment remains subject to applicable law and the Company’s governing documents.
GeoPark 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.
The Governance Agreement also provides that, should Grupo Gilinski and its affiliates acquire at any time beneficial ownership of more than 70% of GeoPark’s 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.
CEO Commentary
Felipe Bayon, Chief Executive Officer of GeoPark, said: 'Completing this transaction well before the agreed contractual timeline is a significant achievement and reflects the strength of our team’s 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’s substantial potential. This timely milestone reinforces GeoPark’s commitment to Venezuela and our confidence in the country’s energy sector.'
Source: GeoPark
