Mr. Imad Mohsen reports
PAREX RESOURCES ANNOUNCES ITS PROPOSAL TO ACQUIRE GEOPARK AND AN 11.8% OWNERSHIP POSITION
Parex Resources Inc. has submitted a proposal to the board of directors of GeoPark to acquire all outstanding common shares of GeoPark for $9 (U.S.) per share in cash. Following a lack of constructive engagement with, and rejection of the proposal by, the board of directors of GeoPark, Parex has also acquired an 11.8-per-cent ownership position in GeoPark. The proposal represents:
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A 44-per-cent premium to GeoPark's share price at the time of the proposal;
- A 51-per-cent premium to GeoPark's share price as of Oct. 21, 2025, the trading day immediately prior to the time Parex acquired a greater-than-5-per-cent ownership position in GeoPark;
- A 38-per-cent premium to GeoPark's 90-day volume-weighted average share price as of Oct. 28, 2025; and
- A total value for GeoPark of approximately $940-million (U.S.), including net debt, which at strip pricing meaningfully exceeds the value of GeoPark's Colombian proven plus probable reserves based on its 2024 year-end reserves disclosure.
Parex believes the all-cash premium proposal delivers immediate, compelling and certain value to GeoPark shareholders, and allows them to avoid the significant risks associated with GeoPark's recently announced Argentine investment. Despite this, the GeoPark board has refused to engage with Parex regarding its proposal, and the GeoPark board has not offered a convincing explanation for why it is refusing to explore an opportunity for their shareholders to receive cash for their shares at a significant premium.
As an indication of the seriousness of the company's interest in this transaction, Parex has acquired an 11.8-per-cent ownership stake in GeoPark, which allows Parex to call a special shareholder meeting of GeoPark shareholders. Parex remains ready and willing to engage with GeoPark to finalize a transaction as outlined in the proposal.
Imad Mohsen, president and chief executive officer, said: "Our proposal would deliver immediate and compelling value to GeoPark shareholders. By rejecting the proposal, the GeoPark board denied its shareholders an opportunity to receive cash for their shares at a significant premium. Instead, GeoPark proceeded with an acquisition in Argentina, which entails significant spending, high debt levels and execution risk. Given the inherently low-risk nature of our all-cash proposal, we believe GeoPark shareholders should be made aware of the premium they are being offered and provided the opportunity to review our proposal."
The proposal's rejection by the GeoPark board is part of a larger pattern in which GeoPark has failed to engage constructively with Parex to reach a deal in its shareholders' best interests. The following summarizes key events leading up to this announcement:
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December, 2021: Parex submits a proposal to acquire GeoPark in a cash and share transaction at a sizable premium. Parex agrees to a standstill as part of the negotiations regarding the proposal. GeoPark later rejects Parex's proposal knowing the standstill prevented Parex from making its proposal public.
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Sept. 4, 2025: Parex submits a proposal to acquire GeoPark in an all-cash offer for $9 (U.S.) per share, representing a 44-per-cent premium to GeoPark's share price.
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Sept. 17, 2025: After the GeoPark board fails to respond to the proposal and Parex became aware that GeoPark was pursuing a transaction in Argentina, Parex reiterates the strategic benefits of its proposal to GeoPark, and requests engagement from the GeoPark board before GeoPark agrees to a transaction outside of Colombia.
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Sept. 25, 2025: GeoPark announces a capital-intensive, early-stage investment in Argentina.
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Oct. 15, 2025: After six weeks of not engaging, the chief executive officer of GeoPark informs the chief executive officer of Parex in writing that the GeoPark board has summarily rejected the proposal.
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Oct. 29, 2025: Parex acquires an 11.8-per-cent ownership interest in GeoPark, just below the threshold in GeoPark's shareholder rights plan, implemented by the GeoPark board on June 3, 2025.
The company remains ready and willing to engage with GeoPark to finalize a transaction as outlined in the proposal, and is hopeful that the GeoPark board will reconsider its position given the compelling benefits for its shareholders.
Parex has retained Scotiabank as its financial adviser; Paul, Weiss, Rifkind, Wharton & Garrison LLP, Burnet, Duckworth & Palmer LLP, and Appleby (Bermuda) Ltd. LLP as its legal counsel; and Innisfree as its proxy solicitor.
About Parex Resources Inc.
Parex is one of the largest independent oil and gas companies in Colombia, focusing on sustainable, conventional production. The company's corporate headquarters is in Calgary, Canada, with an operating office in Bogota, Colombia. Parex shares trade on the Toronto Stock Exchange under the symbol PXT.
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