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GPRK 6-K

GeoPark Ltd (GPRK)

6-K 2024-11-06 For: 2024-11-06
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Added on July 04, 2026

Table of Contents ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024


Commission File Number: 001-36298

GeoPark Limited

(Exact name of registrant as specified in its charter)

Calle 94 N° 11-30 Piso 8

Bogota, Colombia

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F

Table of Contents

GEOPARK LIMITED

TABLE OF CONTENTS

ITEM

1. Interim Condensed Consolidated Financial Statements and Explanatory Notes for the three-month and nine-month periods ended September 30, 2024 and 2023.

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Item 1

GEOPARK LIMITED

INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

AND EXPLANATORY NOTES

For the three-month and nine-month periods ended September 30, 2024 and 2023

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GEOPARK LIMITED

September 30, 2024

CONTENTS

Page
3 Condensed Consolidated Statement of Income
4 Condensed Consolidated Statement of Comprehensive Income
5 Condensed Consolidated Statement of Financial Position
6 Condensed Consolidated Statement of Changes in Equity
7 Condensed Consolidated Statement of Cash Flow
8 Explanatory Notes to the Interim Condensed Consolidated Financial Statements

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GEOPARK LIMITED

September 30, 2024

CONDENSED CONSOLIDATED STATEMENT OF INCOME

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
2024 2023 2024 2023
Amounts in US$ ´000 Note (Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUE 3 159,504 192,134 517,124 556,911
Production and operating costs 5 (39,821) (58,208) (119,771) (171,393)
Geological and geophysical expenses 6 (2,979) (2,562) (8,634) (7,622)
Administrative expenses 7 (12,682) (11,571) (35,754) (32,273)
Selling expenses 8 (3,529) (3,749) (12,055) (8,325)
Depreciation (33,053) (29,819) (96,045) (86,379)
Write-off of unsuccessful exploration efforts 11 (11,225) (9,346) (14,623) (21,539)
Other (expenses) income (1,499) 3,603 (1,250) (2,804)
OPERATING PROFIT 54,716 80,482 228,992 226,576
Financial expenses 9 (10,634) (12,454) (32,656) (34,614)
Financial income 9 1,484 1,856 5,676 4,668
Foreign exchange gain (loss) 9 1,089 (3,952) 7,208 (16,926)
PROFIT BEFORE INCOME TAX 46,655 65,932 209,220 179,704
Income tax expense 10 (21,550) (41,164) (128,185) (94,929)
PROFIT FOR THE PERIOD 25,105 24,768 81,035 84,775
Earnings per share (in US$). Basic 0.49 0.44 1.53 1.48
Earnings per share (in US$). Diluted 0.48 0.44 1.51 1.48

The above condensed consolidated statement of income should be read in conjunction with the accompanying notes.

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GEOPARK LIMITED

September 30, 2024

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
2024 2023 2024 2023
Amounts in US$ ´000 (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Profit for the period 25,105 24,768 81,035 84,775
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Currency translation differences 198 (210) (1,266) 1,122
Profit (Loss) on cash flow hedges^(a)^ 2,718 (8,088) (898) (7,004)
Income tax (expense) benefit relating to cash flow hedges (1,219) 4,044 589 3,502
Other comprehensive profit (loss) for the period 1,697 (4,254) (1,575) (2,380)
Total comprehensive profit for the period 26,802 20,514 79,460 82,395

(a) Unrealized result on commodity risk management contracts designated as cash flow hedges. See Note 4.

The above condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

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GEOPARK LIMITED

September 30, 2024

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Note At September 30, 2024 Year ended
Amounts in US$ ´000 (Unaudited) December 31, 2023
ASSETS
NON CURRENT ASSETS
Property, plant and equipment 11 728,560 686,824
Right-of-use assets 25,889 28,451
Prepayments and other receivables 12 2,906 3,063
Other financial assets ^(a)^ 1,076 12,564
Deferred income tax asset 14,617 15,920
TOTAL NON CURRENT ASSETS 773,048 746,822
CURRENT ASSETS
Inventories 11,530 13,552
Trade receivables 45,866 65,049
Prepayments and other receivables 12 70,312 25,896
Derivative financial instrument assets 18 2,806 3,775
Cash and cash equivalents 123,440 133,036
Assets held for sale 28,419
TOTAL CURRENT ASSETS 253,954 269,727
TOTAL ASSETS 1,027,002 1,016,549
EQUITY **** ****
Equity attributable to owners of the Company
Share capital 13 51 55
Share premium 73,408 111,281
Translation reserve (11,228) (9,962)
Other reserves 22,285 45,116
Retained earnings 109,529 29,530
TOTAL EQUITY 194,045 176,020
LIABILITIES **** ****
NON CURRENT LIABILITIES **** ****
Borrowings 14 491,102 488,453
Lease liabilities 18,936 23,387
Provisions and other long-term liabilities 15 37,035 34,083
Deferred income tax liability 88,120 64,063
TOTAL NON CURRENT LIABILITIES 635,193 609,986
CURRENT LIABILITIES **** ****
Borrowings 14 5,653 12,528
Lease liabilities 9,279 8,911
Derivative financial instrument liabilities 18 70
Current income tax liability 64,897 44,269
Trade and other payables 16 117,935 137,817
Liabilities associated with assets held for sale 26,948
TOTAL CURRENT LIABILITIES 197,764 230,543
TOTAL LIABILITIES 832,957 840,529
TOTAL EQUITY AND LIABILITIES 1,027,002 1,016,549

(a) In September 2024, a restricted deposit of US$ 12,083,400 related to environmental obligations in Brazil was recovered and replaced by a bank guarantee.

The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.

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GEOPARK LIMITED

September 30, 2024

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to owners of the Company
Retained
earnings
Share Share Translation Other (Accumulated
Amount in US$ '000 Capital Premium Reserve Reserve losses) Total
Equity at January 1, 2023 58 134,798 (11,586) 73,462 (81,147) 115,585
Comprehensive income: **** **** **** **** **** ****
Profit for the nine-month period 84,775 84,775
Other comprehensive profit (loss) for the period 1,122 (3,502) (2,380)
Total comprehensive profit (loss) for the period ended September 30, 2023 1,122 (3,502) 84,775 82,395
Transactions with owners: **** **** **** **** **** ****
Share-based payment 1 7,153 (1,880) 5,274
Repurchase of shares (3) (23,608) (23,611)
Cash distribution (22,266) (22,266)
Total transactions with owners for the period ended September 30, 2023 (2) (16,455) (22,266) (1,880) (40,603)
Balance at September 30, 2023 (Unaudited) 56 118,343 (10,464) 47,694 1,748 157,377
Equity at January 1, 2024 55 111,281 (9,962) 45,116 29,530 176,020
Comprehensive income: **** **** **** **** **** ****
Profit for the nine-month period 81,035 81,035
Other comprehensive loss for the period (1,266) (309) (1,575)
Total comprehensive (loss) profit for the period ended September 30, 2024 (1,266) (309) 81,035 79,460
Transactions with owners: **** **** **** **** **** ****
Share-based payment 5,814 (1,036) 4,778
Repurchase of shares (4) (43,687) (43,691)
Cash distribution (22,522) (22,522)
Total transactions with owners for the period ended September 30, 2024 (4) (37,873) (22,522) (1,036) (61,435)
Balance at September 30, 2024 (Unaudited) 51 73,408 (11,228) 22,285 109,529 194,045

The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

Nine-month Nine-month
period ended period ended
September 30, September 30,
2024 2023
Amounts in US$ ’000 (Unaudited) (Unaudited)
Operating activities
Profit for the period 81,035 84,775
Adjustments for: **** ****
Income tax expense 128,185 94,929
Depreciation 96,045 86,379
Loss on disposal of property, plant and equipment 34 419
Write-off of unsuccessful exploration efforts 14,623 21,539
Amortization of other long-term liabilities (82) (95)
Accrual of borrowing interests 23,274 23,114
Unwinding of long-term liabilities 4,000 4,930
Accrual of share-based payment 4,778 5,274
Foreign exchange (gain) loss (7,208) 19,835
Income tax paid ^(a)^ (61,875) (105,624)
Change in working capital ^(b) (c) (d)^ (13,288) (45,161)
Cash flows from operating activities – net 269,521 190,314
Investing activities
Purchase of property, plant and equipment (143,932) (132,428)
Acquisitions of business ^(e)^ (38,000)
Proceeds from disposal of long-term assets ^(f)^ 2,356
Cash flows used in investing activities – net (179,576) (132,428)
Financing activities
Proceeds from borrowings 728
Principal paid (731)
Interest paid (27,500) (27,500)
Lease payments (5,578) (7,598)
Repurchase of shares ^(g)^ (43,691) (23,611)
Cash distribution (22,522) (22,266)
Cash flows used in financing activities - net (99,294) (80,975)
Net decrease in cash and cash equivalents (9,349) (23,089)
Cash and cash equivalents at January 1 133,036 128,843
Currency translation differences (247) 546
Cash and cash equivalents at the end of the period 123,440 106,300
Ending Cash and cash equivalents are specified as follows:
Cash at bank and bank deposits 123,426 106,288
Cash in hand 14 12
Cash and cash equivalents 123,440 106,300

(a) Includes self-withholding taxes of US$ 17,802,000 and US$ 25,256,000 during the nine-month periods ended September 30, 2024 and 2023, respectively.
(b) Includes withholding taxes from clients of US$ 15,125,000 and US$ 19,652,000 during the nine-month periods ended September 30, 2024 and 2023, respectively.
--- ---
(c) Includes advanced payment for midstream capacity of US$ 11,096,000 as part of the business transaction in Argentina in 2024. See Notes 12 and 20.
--- ---
(d) Includes the recovery of a restricted deposit related to environmental obligations in Brazil of US$ 12,083,400, which was replaced by a bank guarantee, in September 2024.
--- ---
(e) Advanced payment for the acquisition of working interests in four unconventional blocks in Argentina. See Notes 12 and 20.
--- ---
(f) Net of cash assigned to the purchaser within the Chilean subsidiaries. See Note 20.
--- ---
(g) Acquisition of 4,369,181 of the Company’s common shares at a purchase price of US$ 10 per share. See Note 13.
--- ---

The above condensed consolidated statement of cash flow should be read in conjunction with the accompanying notes.

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EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1

General information

GeoPark Limited (the “Company”) is a company incorporated under the laws of Bermuda. The Registered Office address is Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

The principal activity of the Company and its subsidiaries (the “Group” or “GeoPark”) is the exploration, development and production for oil and gas reserves in Latin America.

These interim condensed consolidated financial statements were authorized for issue by the Board of Directors on November 5, 2024.

Basis of Preparation

The interim condensed consolidated financial statements of GeoPark Limited are presented in accordance with IAS 34 “Interim Financial Reporting”. They do not include all of the information required for full annual financial statements and should be read in conjunction with the annual consolidated financial statements as of and for the year ended December 31, 2023, which have been prepared in accordance with IFRS.

The interim condensed consolidated financial statements have been prepared in accordance with the accounting policies applied in the most recent annual consolidated financial statements. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. The amendments and interpretations detailed in the annual consolidated financial statements as of and for the year ended December 31, 2023, that apply for the first time in 2024, do not have an impact on the interim condensed consolidated financial statements of the Group.

Whenever necessary, certain comparative amounts have been reclassified to conform to changes in presentation in the current period.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss.

The activities of the Group are not subject to significant seasonal changes.

Estimates

The preparation of interim financial information requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Actual results may differ from these estimates.

In preparing these interim condensed consolidated financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual consolidated financial statements as of and for the year ended December 31, 2023.

Financial risk management

The Group’s activities expose it to a variety of financial risks: currency risk, price risk, credit risk concentration, funding and liquidity risk, interest risk and capital risk. The interim condensed consolidated financial statements do not include all the financial risk management information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of and for the year ended December 31, 2023. 8

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Note 1 (Continued)

Financial risk management (Continued)

The Group is continually reviewing its exposure to the current market conditions and adjusting its capital expenditures program which remains flexible and quickly adaptable to different oil price scenarios. GeoPark also continues to add new oil hedges, increasing its price risk protection within the upcoming fifteen months.

The Group maintained a cash position of US$ 123,440,000 as of September 30, 2024. In addition, GeoPark has access to up to US$ 370,000,000 of committed funding from Vitol and Trafigura (see Note 17), a US$ 80,000,000 senior unsecured credit agreement with Banco BTG Pactual S.A. and Banco Latinoamericano de Comercio Exterior S.A., and US$ 205,960,000 in uncommitted credit lines (including US$ 105,000,000 in Argentina). Additionally, GeoPark Argentina S.A., the Group’s Argentinian subsidiary, received approval from the Argentinian securities regulator to issue up to US$ 500,000,000 in debt securities over the next five years.

Subsidiary undertakings

The following chart illustrates the main companies of the Group structure as of September 30, 2024:

Graphic

(1) GeoPark Ecuador S.A. holds 50% working interest in the consortiums that operate the Espejo and Perico Blocks.

Details of the subsidiaries and joint operations of the Group are set out in Note 21 to the annual consolidated financial statements as of and for the year ended December 31, 2023.

During the nine-month period ended September 30, 2024, the following changes took place:

On January 18, 2024, the Chilean subsidiaries GeoPark Chile S.p.A., GeoPark Fell S.p.A., GeoPark TdF S.p.A. and GeoPark Magallanes Limitada were divested. See Note 20.
On July 22, 2024, GeoPark Colombia, S.L.U. acquired 99.4% of shares of GeoPark Ecuador S.A., previously owned by GeoPark Perú S.A.C.
--- ---
On August 14, 2024, GeoPark Colombia S.A.S transferred its 50% WI in the Llanos 94 Block to the joint operation partner.
--- ---
On September 2, 2024, the Ecuadorian subsidiary, AmerisurExplor Ecuador S.A. (which, as noted in the Group’s 2023 Annual Report on Form 20-F, was a dormant company) was dissolved and liquidated.
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Note 2

Segment information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Committee. This committee is integrated by the Chief Executive Officer, Chief Financial Officer, Chief Technical Officer, Chief Exploration Officer, Chief Operating Officer, Chief Strategy, Sustainability and Legal Officer and Chief People Officer. This committee reviews the Group’s internal reporting to assess performance and allocate resources. Management has determined the operating segments based on these reports. The committee considers the business from a geographic perspective.

The Executive Committee assesses the performance of the operating segments based on a measure of Adjusted EBITDA. Adjusted EBITDA is defined as profit (loss) for the period (determined as if IFRS 16 Leases has not been adopted), before net finance cost, income tax, depreciation, amortization, certain non-cash items such as impairments and write-offs of unsuccessful exploration efforts, accrual of share-based payment, unrealized result on commodity risk management contracts, geological and geophysical expenses allocated to capitalized projects, and other non-recurring events. Other information provided to the Executive Committee is measured in a manner consistent with that in the consolidated financial statements.

Nine-month period ended September 30, 2024:

Amounts in US$ '000 Total Colombia Ecuador Brazil Chile^^^(a)^ Argentina Corporate
Revenue 517,124 485,731 22,326 2,934 398 5,735
Sale of crude oil 506,914 484,474 22,326 114
Sale of purchased crude oil 5,735 5,735
Sale of gas 4,560 1,342 2,820 398
Commodity risk management contracts designated as cash flow hedges (85) (85)
Production and operating costs (119,771) (104,320) (6,582) (3,345) (437) (5,087)
Royalties in cash (2,960) (2,724) (224) (12)
Economic rights in cash (5,062) (5,062)
Share-based payment (500) (497) (3)
Operating costs (111,249) (96,037) (6,579) (3,121) (425) (5,087)
Depreciation (96,045) (89,315) (5,632) (1,086) (10) (2)
Adjusted EBITDA 339,202 338,628 11,651 (2,433) (120) (2,524) (6,000)

Nine-month period ended September 30, 2023:

Amounts in US$ '000 Total Colombia Ecuador Brazil Chile^^^(a)^ Argentina Corporate
Revenue 556,911 518,554 12,692 10,177 11,367 4,121
Sale of crude oil 534,299 518,526 12,692 362 2,719
Sale of purchased crude oil 4,121 4,121
Sale of gas 19,142 679 9,815 8,648
Commodity risk management contracts designated as cash flow hedges (651) (651)
Production and operating costs (171,393) (150,136) (8,244) (3,572) (5,951) (3,490)
Royalties in cash (11,510) (10,342) (795) (373)
Economic rights in cash (54,326) (54,326)
Share-based payment (498) (446) (4) (48)
Operating costs (105,059) (85,022) (8,240) (2,777) (5,530) (3,490)
Depreciation (86,379) (71,726) (5,121) (1,705) (7,808) (17) (2)
Adjusted EBITDA 334,026 331,185 2,161 4,537 3,558 (2,094) (5,321)

(a) Divested on January 18, 2024. See Note 20.

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Note 2 (Continued)

Segment information (Continued)

Total Assets Total Colombia Ecuador Brazil Chile^(a)^ Argentina Corporate
September 30, 2024 1,027,002 892,428 51,882 21,373 55,629 5,690
December 31, 2023 1,016,549 895,900 40,336 27,891 36,192 357 15,873

(a) Divested on January 18, 2024. See Note 20.

A reconciliation of total Adjusted EBITDA to total Profit before income tax is provided as follows:

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
2024 2023 2024 2023
Adjusted EBITDA 99,803 115,190 339,202 334,026
Depreciation ^(a)^ (33,053) (29,819) (96,045) (86,379)
Write-off of unsuccessful exploration efforts (11,225) (9,346) (14,623) (21,539)
Share-based payment (1,619) (1,917) (4,778) (5,274)
Lease accounting - IFRS 16 1,938 2,505 5,578 7,598
Others ^(b)^ (1,128) 3,869 (342) (1,856)
Operating profit 54,716 80,482 228,992 226,576
Financial expenses (10,634) (12,454) (32,656) (34,614)
Financial income 1,484 1,856 5,676 4,668
Foreign exchange gain (loss) 1,089 (3,952) 7,208 (16,926)
Profit before tax 46,655 65,932 209,220 179,704

(a) Net of capitalized costs for oil stock included in Inventories.
(b) Includes allocation to capitalized projects.
--- ---

Note 3

Revenue

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2024 2023 2024 2023
Sale of crude oil 157,510 185,357 506,914 534,299
Sale of purchased crude oil 1,509 2,172 5,735 4,121
Sale of gas 485 5,256 4,560 19,142
Commodity risk management contracts designated as cash flow hedges^(a)^ (651) (85) (651)
159,504 192,134 517,124 556,911

(a) Realized result on commodity risk management contracts designated as cash flow hedges. See Note 4.

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Note 4

Commodity risk management contracts

The Group has entered into derivative financial instruments to manage its exposure to oil price risk. These derivatives are zero-premium collars and were placed with major financial institutions and commodity traders. The Group entered into the derivatives under ISDA Master Agreements and Credit Support Annexes, which provide credit lines for collateral posting thus alleviating possible liquidity needs under the instruments and protect the Group from potential non-performance risk by its counterparties.

The Group’s derivatives are designated and qualify as cash flow hedges. The effective portion of changes in the fair values of these derivative contracts are recognized in Other Reserve within Equity. The gain or loss relating to the ineffective portion, if any, is recognized immediately as gains or losses in the results of the periods in which they occur. The amount accumulated in Other Reserves is reclassified to profit or loss as a reclassification adjustment in the same period or periods during which the hedged cash flows affect profit or loss as part of the Revenue line item in the Condensed Consolidated Statement of Income.

The following table summarizes the Group’s production hedged during the nine-month period ended September 30, 2024, and for the following periods as a consequence of the derivative contracts in force as of September 30, 2024:

Volume Average
Period Reference Type bbl/d price US$/bbl
January 1, 2024 - March 31, 2024 ICE BRENT Zero Premium Collars 8,500 65.59 Put 92.04 Call
April 1, 2024 - June 30, 2024 ICE BRENT Zero Premium Collars 9,000 67.50 Put 96.99 Call
July 1, 2024 - August 31, 2024 ICE BRENT Zero Premium Collars 9,000 67.22 Put 99.36 Call
September 1, 2024 - September 30, 2024 ICE BRENT Zero Premium Collars 14,500 68.28 Put 95.13 Call
October 1, 2024 - December 31, 2024 ICE BRENT Zero Premium Collars 13,500 70.00 Put 92.26 Call
January 1, 2025 - March 31, 2025 ICE BRENT Zero Premium Collars 3,000 69.33 Put 86.53 Call
April 1, 2025 - June 30, 2025 ICE BRENT Zero Premium Collars 1,000 68.00 Put 72.80 Call

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Note 5

Production and operating costs

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2024 2023 2024 2023
Staff costs 4,010 3,850 12,045 10,957
Share-based payment 169 239 500 498
Royalties in cash ^(a)^ 955 752 2,960 11,510
Economic rights in cash ^(a)^ 1,284 14,764 5,062 54,326
Well and facilities maintenance 7,017 5,936 18,424 17,310
Operation and maintenance 2,295 1,989 6,856 5,670
Consumables ^(b)^ 8,661 10,495 26,920 26,594
Equipment rental 1,317 579 4,403 2,346
Transportation costs 1,239 1,406 4,202 4,369
Field camp 1,335 1,994 4,518 4,818
Safety and insurance costs 1,159 1,146 3,014 2,968
Personnel transportation 845 958 2,658 2,636
Consultant fees 797 568 2,159 1,527
Gas plant costs 473 479 1,467 1,456
Non-operated blocks costs 5,955 4,714 15,950 14,312
Crude oil stock variation (366) 5,264 401 3,989
Purchased crude oil 1,383 1,854 5,087 3,490
Other costs 1,293 1,221 3,145 2,617
39,821 58,208 119,771 171,393

(a) Royalties and economic rights in Colombia are payable to the Colombian National Hydrocarbons Agency (“ANH”) and are determined on a field-by-field basis depending on different variables such as crude quality and price levels, among others. During 2023 and 2024, the mix of royalties and economic rights paid “in-kind” increased as compared to royalties and economic rights paid ‘in-cash”. These changes caused variations in the ‘royalties in cash’ and ‘economic rights in cash’ line items from period to period, which are compensated by variations in the quantities of oil sales impacting the ‘Revenue’ line item in the Condensed Consolidated Statement of Income.

(b) Consumables include energy costs of US$ 5,945,000 and US$ 7,473,000 for the three-month periods ended September 30, 2024 and 2023, respectively, and US$ 18,607,000 and US$ 18,204,000 for the nine-month periods ended September 30, 2024 and 2023, respectively. These costs were driven by a drought that affected the energy matrix in Colombia as a result of decreased availability of hydroelectric power.

Note 6

Geological and geophysical expenses

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2024 2023 2024 2023
Staff costs 2,171 1,822 5,974 5,658
Share-based payment 145 147 341 393
Communication and IT costs 753 589 1,936 1,529
Consultant fees 113 159 853 594
Allocation to capitalized project (371) (266) (908) (948)
Other services 168 111 438 396
2,979 2,562 8,634 7,622

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Note 7

Administrative expenses

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2024 2023 2024 2023
Staff costs 7,234 5,994 20,681 18,551
Share-based payment 1,302 1,525 3,926 4,372
Consultant fees ^(a)^ 2,698 3,003 8,277 7,525
Safety and insurance costs 740 974 2,372 2,952
Travel expenses 497 198 1,237 1,300
Non-operated blocks expenses 839 438 2,138 1,095
Director fees and allowance 120 296 581 697
Communication and IT costs 1,023 1,207 2,742 2,653
Allocation to joint operations (2,815) (3,310) (8,865) (9,608)
Other administrative expenses 1,044 1,246 2,665 2,736
12,682 11,571 35,754 32,273

(a) The increase in consultant fees in 2024 is mainly due to advisory services related to new business efforts.

Note 8

Selling expenses

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2024 2023 2024 2023
Staff costs 127 133 377 367
Share-based payment 3 6 11 11
Transportation ^(a)^ 2,335 2,694 8,741 5,567
Selling taxes and other 1,064 916 2,926 2,380
3,529 3,749 12,055 8,325

(a) The fluctuation in transportation costs is mainly attributed to deliveries at different sales points in the CPO-5 Block in Colombia. Sales at the wellhead incur no selling costs but yield lower revenue, while transportation expenses for sales to alternative delivery points are recognized as selling expenses.

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Note 9

Financial results

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2024 2023 2024 2023
Financial expenses **** **** **** ****
Bank charges and other financial costs (1,542) (3,091) (5,382) (6,570)
Interest and amortization of debt issue costs (7,775) (7,721) (23,274) (23,114)
Unwinding of long-term liabilities (1,317) (1,642) (4,000) (4,930)
(10,634) (12,454) (32,656) (34,614)
Financial income **** **** **** ****
Interest received 1,484 1,856 5,676 4,668
1,484 1,856 5,676 4,668
Foreign exchange gains and losses **** **** **** ****
Foreign exchange gain (loss) 1,089 (3,952) 7,208 (19,835)
Result on currency risk management contracts 2,909
1,089 (3,952) 7,208 (16,926)
Total financial results (8,061) (14,550) (19,772) (46,872)

Note 10

Income tax

The Group calculates income tax expense using the tax rate that would be applicable to the expected total annual earnings. The main components of income tax expense in the Condensed Consolidated Statement of Income are:

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2024 2023 2024 2023
Current income tax expense (23,063) (30,119) (103,625) (104,598)
Deferred income tax benefit (expense) 1,513 (11,045) (24,560) 9,669
(21,550) **** (41,164) (128,185) (94,929)

The effective tax rate was 46% and 62% for the three-month periods ended September 30, 2024 and 2023, respectively, and 61% and 53% for the nine-month periods ended September 30, 2024 and 2023, respectively.

As of September 30, 2024 and 2023, the statutory income tax rate in Colombia was 35%, though a tax surcharge is also applicable, impacting companies engaged in the extraction of crude oil like GeoPark. The tax surcharge varies from zero to 15%, depending on different Brent oil prices. The Group currently estimates a tax surcharge of 10% for 2024, and therefore, the applicable statutory income tax rate in Colombia for 2024 would be 45%.

The Group’s consolidated effective tax rate of 46% for the three-month period ended September 30, 2024, which was in line with the statutory income tax rate in Colombia as noted above, includes the net effect of the positive impact of the re-estimation of the tax surcharge for 2024 (from 15% to 10%, as a result of a lower price environment) and the negative impact of tax losses in non-taxable jurisdictions or entities.

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Note 11

Property, plant and equipment

Furniture, Exploration
equipment Production Buildings and
Oil & gas and facilities and and Construction evaluation
Amounts in US$ '000 properties vehicles machinery improvements in progress assets Total
Cost at January 1, 2023 1,079,257 19,093 222,727 11,027 16,480 113,041 1,461,625
Additions 3,947 ^(a)^​ 857 12 13 78,844 49,599 133,272
Disposals (1,175) (2,150) (119) (3,444)
Write-offs (21,539) ^(b)^​ (21,539)
Transfers 90,757 13,167 6 (79,387) (24,543)
Currency translation differences 1,876 25 150 4 11 12 2,078
Cost at September 30, 2023 1,175,837 18,800 236,056 8,900 15,829 116,570 1,571,992
Cost at January 1, 2024 920,660 13,133 169,787 4,047 15,781 80,579 1,203,987
Additions 4,436 ^(a)^​ 755 104,917 38,260 148,368
Disposals (44) (7) (51)
Write-offs (14,623) ^(c)^​ (14,623)
Transfers 83,948 90 9,746 (91,576) (2,208)
Currency translation differences (5,396) (71) (460) (12) (37) (5,976)
Cost at September 30, 2024 1,003,648 13,863 179,073 4,028 29,122 101,971 1,331,705
Depreciation and write-down at January 1, 2023 (642,280) (16,799) (129,073) (6,594) (794,746)
Depreciation (67,440) (971) (9,712) (394) (78,517)
Disposals 1,148 1,877 3,025
Currency translation differences (1,688) (23) (150) (4) (1,865)
Depreciation and write-down at September 30, 2023 (711,408) (16,645) (138,935) (5,115) (872,103)
Depreciation and write-down at January 1, 2024 (430,145) (10,467) (73,481) (3,070) (517,163)
Depreciation (80,527) (1,143) (9,575) (135) (91,380)
Disposals 17 17
Currency translation differences 4,874 67 428 12 5,381
Depreciation and write-down at September 30, 2024 (505,798) (11,526) (82,628) (3,193) (603,145)
Carrying amount at September 30, 2023 464,429 2,155 97,121 3,785 15,829 116,570 699,889
Carrying amount at September 30, 2024 497,850 2,337 96,445 835 29,122 101,971 728,560

(a) Corresponds to the effect of the change in the estimate of asset retirement obligations.
(b) Corresponds to two exploratory wells drilled in the Llanos 87 Block (Colombia), an exploratory well drilled in the Llanos 124 Block (Colombia) and other exploration costs incurred in the Llanos 94, Coati and Llanos 124 Blocks (all in Colombia).
--- ---
(c) Corresponds to two exploratory wells drilled in the CPO-5 Block (Colombia) and two exploratory wells drilled in the Espejo Block (Ecuador).
--- ---

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Note 12

Prepayments and other receivables

At Year ended
Amounts in US$ '000 September 30, 2024 December 31, 2023
V.A.T. 2,676 4,310
Income tax payments in advance 3,106 3,685
Other prepaid taxes 177 23
To be recovered from co-venturers 7,928 8,630
Prepayments and other receivables 10,235 12,311
Advanced payment for business transaction in Argentina ^(a)^ 49,096
73,218 28,959
Classified as follows:
Current 70,312 25,896
Non-current 2,906 3,063
73,218 28,959

(a) This advanced payment was composed of US$ 38,000,000 for the acquisition of working interests in four unconventional blocks and US$ 11,096,000 for the acquisition of midstream capacity. See Note 20.

Note 13

Equity

Share capital

At Year ended
Issued share capital September 30, 2024 December 31, 2023
Common stock (US$ ´000) 51 55
The share capital is distributed as follows:
Common shares, of nominal US$ 0.001 51,192,992 55,327,520
Total common shares in issue 51,192,992 55,327,520
Authorized share capital
US$ per share 0.001 0.001
Number of common shares (US$ 0.001 each) 5,171,949,000 5,171,949,000
Amount in US$ 5,171,949 5,171,949

GeoPark’s share capital only consists of common shares. The authorized share capital consists of 5,171,949,000 common shares, par value US$ 0.001 per share. All of the Company’s issued and outstanding common shares are fully paid and nonassessable.

Cash distributions

On March 6, May 15 and August 14, 2024, the Company’s Board of Directors declared cash dividends of US$ 0.136 per share for March distribution and US$ 0.147 per share for May and August distributions, which were paid on March 28, June 14 and September 12, 2024, respectively. 17

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Note 13 (Continued)

Equity (Continued)

Repurchase of shares

On November 8, 2023, the Company’s Board of Directors approved the renewal of the recurring program to repurchase up to 10% of its shares outstanding or approximately 5,611,797 shares until December 31, 2024. During the nine-month period ended September 30, 2024, no common shares were repurchased under this program.

On March 20, 2024, GeoPark announced a tender offer to purchase up to US$ 50,000,000 of its common shares. Consequently, on April 22, 2024, the Company acquired 4,369,181 of its common shares at a purchase price of US$ 10 per share, for a total cost of US$ 43,691,810, excluding fees and other expenses related to the tender offer.

Other reserves

GeoPark applies hedge accounting for the derivative financial instruments entered to manage its exposure to oil price risk. Consequently, the Group’s derivatives are designated and qualify as cash flow hedges and, therefore, the effective portion of changes in the fair values of these derivative contracts and the income tax relating to those results are recognized in Other Reserve within Equity. The amount accumulated in Other Reserves is reclassified to profit or loss as a reclassification adjustment in the same period or periods during which the hedged cash flows affect profit or loss. During the nine-month period ended September 30, 2024, a realized loss of US$ 85,000 on commodity risk management contracts was reclassified to the Condensed Consolidated Statement of Income.

Note 14

Borrowings

The outstanding amounts are as follows:

At Year ended
Amounts in US$ '000 September 30, 2024 December 31, 2023
2027 Notes 496,755 500,981
496,755 500,981

Classified as follows:

Current 5,653 12,528
Non-Current 491,102 488,453

In August 2024, GeoPark Brasil Exploração e Produção de Petróleo e Gás Ltda. executed a loan agreement with Banco Santander for Brazilian Reais 4,000,000 (equivalent to US$ 728,000 at the moment of the loan execution) to finance working capital requirements in Brazil as a consequence of the suspended production at the Manati Block due to unscheduled maintenance. The interest rate applicable to this loan was 8.70% per annum. The loan principal and interests were fully repaid in September 2024, once the restricted deposit related to environmental obligations was recovered and replaced by a bank guarantee.

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Note 15

Provisions and other long-term liabilities

The outstanding amounts are as follows:

At Year ended
Amounts in US$ '000 September 30, 2024 December 31, 2023
Asset retirement obligation 26,867 23,536
Deferred income 665 810
Other 9,503 9,737
37,035 34,083

Note 16

Trade and other payables

The outstanding amounts are as follows:

At Year ended
Amounts in US$ '000 September 30, 2024 December 31, 2023
Trade payables 81,178 108,977
To be paid to co-venturers 4,008 522
Customer advance payments 5,742
Other short-term advance payments 450
Outstanding commitments in Chile ^(a)^ 5,869 5,869
Staff costs to be paid 9,847 10,852
Royalties to be paid 579 791
V.A.T. 4,739 975
Taxes and other debts to be paid 5,973 9,381
117,935 137,817

Classified as follows:

At Year ended
Amounts in US$ '000 September 30, 2024 December 31, 2023
Current 117,935 137,817
Non-Current

(a) Investment commitments in the Campanario and Isla Norte Blocks as a result of the divestment of the Group´s business in Chile. See Note 20.

Note 17

Offtake and prepayment agreements

Vitol

In May 2024, GeoPark executed an offtake and prepayment agreement with Vitol C.I. Colombia S.A.S. (“Vitol”), one of the world’s leading energy and commodity companies. The offtake agreement provides for GeoPark to sell and deliver production from the Llanos 34 Block in Colombia to Vitol, for a minimum of 20 months and up to 36 months, starting on July 1, 2024. 19

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Note 17 (Continued)

Offtake and prepayment agreements (Continued)

Vitol (Continued)

As part of this transaction, GeoPark obtained access to committed funding from Vitol, with an initial limit of up to US$ 300,000,000, which decreases by US$ 10,000,000 per month, with an option to increase by another US$ 200,000,000, in prepaid future oil sales over the period of the offtake agreement. Funds committed by Vitol are currently available until December 31, 2024, subject to certain conditions. Amounts drawn on this prepayment facility can be repaid through future oil deliveries or prepaid at any time without penalty. The interest cost is based on a SOFR risk-free rate plus a margin of 3.75% per annum. As of the date of these interim condensed consolidated financial statements, GeoPark has not withdrawn any amount under this prepayment agreement.

Trafigura

In August 2024, GeoPark executed an offtake and prepayment agreement with C.I. Trafigura Petroleum Colombia S.A.S. (“Trafigura”), one of the world’s leading commodity traders. The offtake agreement provides for GeoPark to sell and deliver the light crude oil production from the CPO-5 Block in Colombia to Trafigura, for 12 months, starting on August 1, 2024.

As part of this transaction, GeoPark obtained access to committed funding from Trafigura for up to US$ 100,000,000 in prepaid future oil sales over the period of the offtake agreement. Funds committed by Trafigura are available until June 30, 2025, subject to certain conditions. Amounts drawn on this prepayment facility can be repaid through future oil deliveries or prepaid at any time without penalty. The interest cost is based on a SOFR risk-free rate plus a margin of 3.50% per annum. As of the date of these interim condensed consolidated financial statements, GeoPark has not withdrawn any amount under this prepayment agreement.

Note 18

Fair value measurement of financial instruments

Fair value hierarchy

The following table presents the Group’s financial assets and financial liabilities measured and recognized at fair value at September 30, 2024, and December 31, 2023, on a recurring basis:

At
Amounts in US$ '000 Level 1 Level 2 September 30, 2024
Assets
Derivative financial instrument assets
Commodity risk management contracts 2,806 2,806
Total Assets 2,806 2,806

At
Amounts in US$ '000 Level 1 Level 2 December 31, 2023
Assets
Derivative financial instrument assets
Commodity risk management contracts 3,775 3,775
Total Assets 3,775 3,775
Liabilities
Derivative financial instrument liabilities
Commodity risk management contracts 70 70
Total Liabilities 70 70

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Note 18 (Continued)

Fair value measurement of financial instruments (Continued)

Fair value hierarchy (Continued)

There were no transfers between Level 2 and 3 during the period. The Group did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as of September 30, 2024.

Fair values of other financial instruments (unrecognized)

The Group also has a number of financial instruments which are not measured at fair value in the balance sheet. For the majority of these instruments, the fair values are not materially different to their carrying amounts, since the interest receivable/payable is either close to current market rates or the instruments are short-term in nature.

Borrowings are comprised of fixed rate debt and are measured at their amortized cost. The Group estimates that the fair value of its financial liabilities is approximately 96% of its carrying amount, including interest accrued as of September 30, 2024. Fair value was calculated based on market price for the Notes and is within Level 1 of the fair value hierarchy.

Note 19

Capital commitments

Capital commitments are detailed in Note 33.2 to the audited Consolidated Financial Statements as of December 31, 2023. The following updates have taken place during the nine-month period ended September 30, 2024:

The Group incurred investments of US$ 31,193,000 to fulfill its commitments, at GeoPark’s working interest.

Colombia

The Llanos 123 Block entered exploratory phase 2, which includes the commitment of drilling one exploratory well for US$ 3,343,000, at GeoPark’s working interest, before January 14, 2027.

The Colombian National Hydrocarbons Agency (“ANH”) approved GeoPark’s requests to extend the exploratory phase in the Llanos 124 Block until July 14, 2025, including an additional exploratory well for US$ 3,343,000, at GeoPark’s working interest. As of the date of these interim condensed consolidated financial statements, such commitment has been fulfilled through a well drilled in the Llanos 123 Block.

The ANH approved GeoPark’s request to extend the PUT-8 Block commitment term to May 19, 2025. Additionally, GeoPark fulfilled the total seismic committed in the block.

The total investments needed to fulfill the commitments in the Llanos 86 and CPO-5 Blocks have already been incurred or transferred to another block.

GeoPark fulfilled the committed 3D seismic in the Llanos 104 Block and the approval of the ANH is pending.

In August 2024, the ANH approved the transfer of GeoPark’s 50% working interest in the Llanos 94 Block to the joint operation partner and thus GeoPark is no longer liable for the capital commitments in the block.

The CPO-4-1 Block entered exploratory phase 2 with a commitment term ending on September 19, 2028. 21

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Note 19 (Continued)

Capital commitments (Continued)

Ecuador

GeoPark drilled the two outstanding exploratory wells committed in the Espejo Block.

Chile

On August 19, 2024, the Chilean Ministry of Energy approved the extension of the second exploratory phase in the Campanario and Isla Norte Blocks until April 15 and February 9, 2025, respectively.

Note 20

Business transactions

Argentina

On May 13, 2024, GeoPark announced that it signed an Asset Purchase Agreement with Phoenix Global Resources (“PGR”), a subsidiary of Mercuria Energy Trading (“Mercuria”), for the acquisition of non-operated working interest (“WI”) in four adjacent unconventional blocks in the Neuquén Basin in Argentina as follows: a 45% WI in each of the Mata Mora Norte producing block and Mata Mora Sur exploration block, located in Neuquén Province, and a 50% WI in each of the Confluencia Norte and Confluencia Sur exploration blocks, located in Rio Negro Province.

Under the terms of the agreement, GeoPark will pay an upfront consideration of US$ 190,000,000 and will fund 100% of exploratory commitments up to US$ 113,000,000 gross (US$ 56,500,000 of net carry), to be funded over two years, an acquisition of midstream capacity according to the WI of US$ 11,096,000, and a US$ 10,000,000 bonus contingent on results in the Confluencia exploration campaign. As of the date of these interim condensed consolidated financial statements, GeoPark has already made an advanced payment of US$ 49,096,000. The transaction is expected to close before the end of the fourth quarter of 2024, pending customary regulatory approvals.

Chile

On December 20, 2023, GeoPark signed a Stock Purchase Agreement to sell its wholly-owned subsidiary GeoPark Chile S.p.A. and its subsidiaries, GeoPark Fell S.p.A., GeoPark TdF S.p.A. and GeoPark Magallanes Limitada, which comprised the entire business of GeoPark in Chile, for a total consideration of US$ 4,000,000, subject to working capital adjustments. At that date, GeoPark collected an advanced payment of US$ 450,000.

As part of the agreement, GeoPark remains responsible for the outstanding investment commitments in the Campanario and Isla Norte Blocks for US$ 5,002,000 and US$ 867,100, respectively. Additionally, GeoPark keeps the private right over unconventional activities that would be carried out in the Fell Block and 95% of the revenue derived from such activities over the current operating contract.

The divestment transaction closed on January 18, 2024, and consequently GeoPark received an additional payment of US$ 2,792,000, plus a working capital adjustment of US$ 486,000. The remaining outstanding amount of US$ 758,000 was agreed to be received in 23 monthly equal installments of approximately US$ 33,000.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GeoPark Limited
​<br><br>​
By: /s/ Jaime Caballero Uribe .
Name:   Jaime Caballero Uribe
Title:      Chief Financial Officer

Date: November 6, 2024 23