GeoPark Holdings Limited Strategic Entry and Acquisition in Brazil

SANTIAGO, Chile, May 15, 2013 /PRNewswire/ -- GeoPark Holdings Limited ("GeoPark"), the Latin American oil and gas explorer, operator and consolidator with operations and producing properties in Chile, Colombia and Argentina (AIM: GPK), is pleased to announce its strategic entry into Brazil with the acquisition of a ten percent working interest in the offshore Manati gas field ("Manati Field") -- the largest natural gas producing field in Brazil. 

On May 14, 2013, GeoPark executed a stock purchase agreement ("SPA") with Panoro Energy do Brasil Ltda., the subsidiary of Panoro Energy ASA, ("Panoro"), a Norwegian listed company with assets in Brazil and Africa, to acquire all of the issued and outstanding shares of its wholly-owned Brazilian subsidiary, Rio das Contas Produtora de Petroleo Ltda ("Rio das Contas"), the  direct owner of 10% of the BCAM-40 block (the "Block"), which includes the shallow-depth offshore Manati Field in the Camamu-Almada basin.

The Manati Field is a strategically important, profitable upstream asset in Brazil and currently provides approximately 50% of the gas supplied to the northeastern region of Brazil and more than 75% of the gas supplied to Salvador, the largest city and capital of the northeastern state of Bahia. The field is largely developed with existing producing wells and an extensive pipeline, treatment and delivery infrastructure and is not expected to require significant future capital expenditures to meet current production estimates. Additional reserve development may be possible.

The Manati Field is operated by Petrobras (35% working interest), the Brazilian national company, largest oil and gas operator in Brazil and internationally-respected offshore operator. Other partners in the block include Queiroz Galvao Exploracao e Producao (45% working interest) and Brasoil Manati Exploracao Petrolifera S.A. (10% working interest).

GeoPark has agreed to pay a cash consideration of US$140 million at closing, which will be adjusted for working capital with an effective date of April 30, 2013. The consideration will be funded from existing cash resources. The agreement also provides for possible future contingent payments by GeoPark over the next five years, depending on the economic performance and cash generation of the Block. The closing of the acquisition is subject to certain conditions, including approval by the Brazilian National Petroleum, Natural Gas and Biofuels Agency ("ANP") and the Brazilian antitrust authorities.

In the year to December 31, 2012 Rio das Contas generated audited revenues of approximately US$45.9 million, EBITDA of approximately US$37.2 million and net income of approximately US$23.2 million. Rio das Contas' interest in the Manati Field includes P1 reserves of 10[1] million barrels of oil equivalent (mmboe) and 2P reserves of 10.7 mmboe as independently certified for Panoro by Gaffney Cline & Associates as of 31 December 2012. Net production to Rio das Contas during FY2012 and 1Q2013 averaged 3,686 barrels of oil equivalent per day ("boepd") and 4,140 boepd respectively. 

The Manati Field acquisition provides GeoPark with:

• A solid foundational platform in Brazil to support future growth and expansion in Brazil – one of the world's most attractive hydrocarbon regions.
• Participation in an economically-attractive and strategic asset representing the largest non-associated gas producing field in Brazil -- with a gross production of over 6.0 million cubic feet per day of gas and a secure attractively-priced long term off take contract that covers 75%% of proven reserves (100% of proven developed reserves).  
• An increase in GeoPark's 2012 EBITDA by approximately 30% by adding stable new cash-flow with US$37.2 million of EBITDA generated in 2012 (3.9x of purchase price).
• A low-risk and fully-developed producing gas field with no significant drilling or capital expenditure investments expected.
• A valuable partnership with Petrobras, the largest operator in Brazil.
• An established geoscience and administrative team to manage the assets – and seek new growth opportunities.

Commenting, James F. Park, CEO of GeoPark, said: "This attractive acquisition represents an important development in our consistent and long term business plan to build a large scale risk-balanced oil and gas asset portfolio throughout Latin America. It follows our successful strategy of acquiring a low risk high value asset base in a key region and then building from that base via new investment in organic and new project growth. The Manati Field represents a world class upstream asset which will immediately and significantly increase our bottom-line and which we believe can be leveraged to provide additional attractive opportunities in Brazil – a country with immense hydrocarbon potential. Our further success today in the Brazil Round 11 with the award of seven new exploration blocks immediately provides GeoPark with an attractive risk-balanced portfolio in Brazil consisting of stable production with an attractive exploration upside."

In accordance with the AIM Rules, the information in this announcement has been reviewed by Dimas Coelho, a PhD geophysicist with 32 years of oil and gas experience and Brazil Country Director of GeoPark.

GeoPark can be visited online at www.geo-park.com 

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[1] Using a conversion factor of 6 MMBTU for each barrel of oil equivalent of gas