GeoPark Adopts Limited-Duration Shareholder Rights Plan

BOGOTA, Colombia--(BUSINESS WIRE)--GeoPark Limited (“GeoPark” or the “Company”) (NYSE: GPRK), a leading independent energy company with over 20 years of successful operations across Latin America, today announced that its Board of Directors (the “Board”) has unanimously adopted a limited-duration shareholder rights plan (the "Rights Plan"), effective immediately and that will expire in 364 days.

The Company’s Board, in consultation with its advisors, adopted the Rights Plan to protect value for GeoPark and all its stockholders given the unusually rapid and significant accumulation of the Company’s common stock by a single stockholder.

The Rights Plan is similar to plans adopted by other publicly traded companies and is intended to protect the long-term interests of GeoPark’s shareholders and maximize the value of their investment.

The Rights Plan is designed to reduce the likelihood that any shareholder gains undue influence or control of the Company through open market accumulation, without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interest of the Company and all of its shareholders.

Key Terms of the Rights Plan

Under the Rights Plan, the rights will become exercisable if an entity, person or group acquires beneficial ownership of 12% or more of GeoPark’s outstanding common shares (including derivatives) in a transaction not approved by the Board.

In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder (other than the person, entity or group triggering the Rights Plan, whose rights will become void and will not be exercisable) to purchase, at the then-current exercise price, additional common shares having a then-current market value of twice the exercise price of the right.

Additional Information

Goldman Sachs & Co. LLC is serving as GeoPark’s financial advisor and Davis Polk & Wardwell LLP is serving as legal counsel.

NOTICE

Additional information about GeoPark can be found in the “Invest with Us” section on the website at www.geo-park.com.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION

This 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 ‘‘anticipate,’’ ‘‘believe’’, ‘‘could,’’ ‘‘expect,’’ ‘‘should,’’ ‘‘plan,’’ ‘‘intend,’’ ‘‘will,’’ ‘‘estimate’’ and ‘‘potential,’’ among others.

Forward-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 the intended benefits of the Company’s Rights Plan. Forward-looking statements are based on management’s 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.

Forward-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 the Company’s filings with the U.S. Securities and Exchange Commission (SEC).