SCHEDULE: Parex Nominates Directors to GeoPark Board, Bids for Frontera

Parex Resources, holding an 11.8% stake in GeoPark Ltd., has nominated six independent directors to GeoPark's board and made an all-cash offer for Frontera Energy's Colombian assets.

Summary

• Parex Resources Inc. (Reporting Person) beneficially owns 6,085,086 Common Shares of GeoPark Ltd., representing 11.8% of the outstanding shares as of September 30, 2025.
• The aggregate purchase price for these GeoPark shares was US$40,474,321, funded from Parex's working capital.
• On February 20, 2026, Parex nominated six independent candidates for election to GeoPark's Board of Directors at the 2026 annual general meeting.
• Parex intends to solicit proxies against an equal number of current GeoPark board members to prevent their re-election.
• If elected, Parex's nominees would comprise a majority of GeoPark's board, potentially leading to changes in board leadership, committee composition, the shareholder rights plan, or re-engagement with Parex regarding a potential transaction.
• On February 23, 2026, Parex submitted an all-cash acquisition proposal to Frontera Energy Corporation for its wholly-owned subsidiary, Frontera Petroleum International Holdings B.V., for US$500 million plus assumed debt, and a contingent payment of US$25 million.
• This proposal represents a US$125 million premium over Frontera's existing acquisition agreement for these assets.
• The Frontera acquisition proposal is separate from Parex's GeoPark share acquisition and board nomination, but if accepted, it would prevent GeoPark from acquiring these assets and change GeoPark's anticipated business.
• Parex acquired 100 additional GeoPark Common Shares on the open market at US$8.09 per share on February 17, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative for GeoPark due to the aggressive shareholder activism and a direct competitive bid for strategic assets, creating significant uncertainty and potential disruption for the company.

Positives

• Parex is actively seeking to maximize shareholder value at GeoPark through board nominations, potentially leading to improved governance or strategic direction.
• The nominated directors are described as independent, highly qualified, and possessing deep industry expertise, which could benefit GeoPark if elected.
• Parex's all-cash offer for Frontera Petroleum's assets includes a US$125 million premium over an existing agreement, potentially creating a larger independent Colombian-focused energy company with enhanced scale and capital efficiency if successful.

Negatives

• The nomination of directors by Parex indicates a potential proxy contest and disagreement with GeoPark's current management/board, creating uncertainty.
• Parex's bid for Frontera Petroleum's assets directly competes with GeoPark's previously announced acquisition plans, potentially disrupting GeoPark's strategic growth and asset base.
• If Parex's nominees are elected, it could lead to significant changes in GeoPark's corporate governance and strategic direction, including potential removal or revision of the shareholder rights plan, which may be viewed negatively by some investors.

Risks

• Risk that one or more director nominees becomes unable to continue to stand for nomination or act as director of GeoPark.
• Risk that the acquisition proposal for Frontera Petroleum is not considered a 'Superior Proposal' by the Frontera Board.
• Risk that the anticipated benefits of the Frontera transaction may not be realized.
• Potential for a contentious proxy battle at GeoPark's 2026 annual general meeting, which could distract management and incur significant costs.
• GeoPark's anticipated business could change significantly if Parex acquires Frontera Petroleum's assets, potentially impacting its growth strategy.

Future Outlook

Parex Resources anticipates that if its six nominees are elected to GeoPark's board, they would constitute a majority, potentially leading to changes in board leadership, committee structures, the shareholder rights plan, or re-engagement with Parex regarding a potential transaction. Parex also expects its all-cash offer for Frontera's Colombian assets to be deemed a 'Superior Proposal' by Frontera's board, leading to a successful transaction that would unlock significant value for both companies' shareholders and create the largest independent Colombian-focused energy company.

Management Comments

• "Our all-cash offer to acquire Frontera's Colombian-based upstream business provides immediate and greater value for Frontera and its shareholders." (Imad Mohsen, President & CEO of Parex Resources)
• "Based on the premium offered, we expect that the Frontera Board will conclude that our Proposal will be a Superior Proposal as defined by the previously announced acquisition agreement." (Imad Mohsen, President & CEO of Parex Resources)
• "We look forward to further discussions with Frontera's Board and Management team to finalize a transaction." (Imad Mohsen, President & CEO of Parex Resources)
• "A combination of both portfolios would immediately create the largest independent Colombian-focused energy company, delivering greater scale, enhanced capital efficiency, stronger free cash flow generation, and a more resilient platform for long-term growth." (Parex Resources)
• "Parex is confident a successful transaction would unlock significant and immediate value for shareholders at both companies and be a great win for Colombia." (Parex Resources)

Industry Context

StockSavvy.ai notes that Parex Resources' actions reflect a growing trend of shareholder activism in the energy sector, particularly in regions like Colombia where consolidation opportunities exist. The move to nominate a majority slate of directors suggests a strong belief in the potential for strategic changes at GeoPark, while the competing bid for Frontera's assets highlights the competitive landscape for high-quality E&P assets in the region. This could lead to increased M&A activity and a re-evaluation of asset valuations among Colombian-focused energy companies.

Comparison to Industry Standards

• Parex's nomination of a majority slate of directors is an aggressive but not uncommon tactic in shareholder activism, similar to campaigns seen with companies like Elliott Management or Starboard Value, aiming to force strategic changes or M&A.
• The all-cash offer for Frontera's assets, with a US$125 million premium over an existing agreement, indicates Parex's strong conviction in the value of these Colombian E&P assets, potentially setting a new benchmark for valuations in the region compared to recent transactions involving similar assets from companies like Ecopetrol or Canacol Energy.
• The stated goal of creating the "largest independent Colombian-focused energy company" through the Frontera acquisition aligns with industry trends of consolidation to achieve greater scale and capital efficiency, a strategy successfully pursued by companies like Gran Tierra Energy in the past.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders (GeoPark): Potential for increased volatility due to proxy contest and competing acquisition bids. Could benefit from enhanced governance if new directors are effective or from a higher acquisition offer if Parex's strategy leads to one. Risk of disruption and uncertainty.
• Shareholders (Parex Resources): Potential for increased value if director nominations lead to strategic changes at GeoPark or if the Frontera acquisition is successful and accretive.
• Management (GeoPark): Faces a challenge to their positions and strategic direction from Parex's nominations and competing bid.
• Employees (GeoPark/Frontera): Potential for uncertainty regarding future employment and corporate culture depending on the outcome of the board nominations and the Frontera acquisition.
• Customers/Suppliers (GeoPark/Frontera): Potential for changes in operational strategies or business relationships depending on the outcome of the board nominations and the Frontera acquisition.

Next Steps

• GeoPark's 2026 annual general meeting, where Parex's director nominees will stand for election.
• Parex intends to solicit proxies against an equal number of current GeoPark board members.
• Frontera Energy's Board of Directors will evaluate Parex's acquisition proposal for Frontera Petroleum.
• Further discussions between Parex and Frontera's Board and Management team to finalize a transaction.

Key Dates

Recommendation

The filing indicates a highly contentious situation for GeoPark, with a significant shareholder, Parex Resources, actively seeking to replace a majority of its board and simultaneously making a competing bid for a strategic acquisition GeoPark was pursuing. This creates substantial uncertainty regarding GeoPark's future strategic direction, corporate governance, and ability to execute its growth plans. The potential for a prolonged proxy fight and the loss of key acquisition targets could negatively impact GeoPark's valuation and operational stability, warranting a 'sell' recommendation for investors seeking to avoid such high-risk situations.

Keywords

GeoPark, Parex Resources, Schedule 13D, director nomination, proxy contest, corporate governance, Frontera Energy, acquisition proposal, oil and gas, Colombia, energy sector, shareholder activism